EXHIBIT 10.2(a)


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   dated as of

                                 August 4, 1999

                                     between

                        RECKSON SERVICE INDUSTRIES, INC.,
                                   as Borrower

                                       and

                      RECKSON OPERATING PARTNERSHIP, L.P.,
                                    as Lender

                          relating to the operations of

                     RECKSON STRATEGIC VENTURE PARTNERS, LLC


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                          Table of Contents

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                                   ARTICLE I.
                                   DEFINITIONS

Section 1.1       Definitions................................................1
                  (a)      Terms Generally...................................1
                  (b)      Other Terms.......................................1

                                   ARTICLE II.
                          THE REVOLVING CREDIT FACILITY

Section 2.1       Commitment and Loans.......................................7
Section 2.2       Borrowing Procedure........................................7
Section 2.3       Termination and Reduction of Commitment....................7
Section 2.4       Repayment..................................................8
Section 2.5       Optional Prepayment........................................8

                                  ARTICLE III.
                                INTEREST AND FEES

Section 3.1       Interest Rate..............................................8
Section 3.2       Interest on Overdue Amounts................................8
Section 3.3       Maximum Interest Rate......................................9

                                 ARTICLE IV.
                            DISBURSEMENT AND PAYMENT

Section 4.1       Method and Time of Payments................................9
Section 4.2       Compensation for Losses....................................0
Section 4.3       Withholding and Additional Costs...........................0
                  (a)      Withholding.......................................0
                  (b)      Additional Costs..................................0
                  (c)      Certificate, Etc..................................1
Section 4.4       Expenses; Indemnity........................................1
Section 4.5       Survival...................................................2

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

Section 5.1       Representations and Warranties.............................2
                  (a)      Good Standing and Power...........................2
                  (b)      Authority.........................................2
                  (c)      Authorizations....................................2
                  (d)      Binding Obligation................................2
                  (e)      Litigation........................................3

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                  (f)      No Conflicts......................................3
                  (g)      Taxes.............................................3
                  (h)      Properties........................................3
                  (i)      Compliance with Laws and Charter Documents........3
                  (j)      No Material Adverse Effect........................3
                  (k)      Disclosure........................................4
Section 5.2       Survival...................................................4

                                   ARTICLE VI.
                              CONDITIONS PRECEDENT

Section 6.1       Conditions to the Availability of the Commitment and Letters
                    of Credit................................................14
                  (a)      This Agreement....................................14
                  (b)      Certificate of Incorporation and By-Laws..........14
                  (c)      Representations and Warranties....................14
                  (d)      Other Documents...................................15
Section 6.2       Conditions to All Loans and Letters of Credit..............15
                  (a)      Borrowing Request.................................15
                  (b)      No Default........................................15
                  (c)      Debt-to-Equity Ratio..............................15
                  (d)      Representations and Warranties; Covenants.........15
                  (e)      REIT Status of Reckson............................15
                  (f)      Certain Loans Subject to Reckson's Approval.......15
Section 6.3       Satisfaction of Conditions Precedent.......................15

                                  ARTICLE VII.
                                    COVENANTS

Section 7.1       Affirmative Covenants......................................16
                  (a)      Financial Statements; Compliance Certificates.....16
                  (b)      Existence.........................................16
                  (c)      Compliance with Law and Agreements................16
                  (d)      Authorizations....................................17
                  (e)      Inspection........................................17
                  (f)      Maintenance of Records............................17
                  (g)      Notice of Defaults and Adverse Developments.......17
Section 7.2       Negative Covenants.........................................17
                  (a)      Mergers, Consolidations and Sales of Assets.......17
                  (b)      Liens.............................................17
                  (c)      Indebtedness......................................18
                  (d)      Dividends.........................................18
                  (e)      Certain Amendments................................18


                                  ARTICLE VIII.
                                EVENTS OF DEFAULT

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Section 8.1       Events of Default..........................................18

                                   ARTICLE IX.
                          EVIDENCE OF LOANS; TRANSFERS

Section 9.1       Evidence of Loans and Letters of Credit....................20

                                   ARTICLE X.
                                LETTERS OF CREDIT

Section 10.1      Letters of Credit..........................................20
                  (a)      Types and Amounts.................................20
                  (b)      Conditions........................................21
                  (c)      Issuance of Letters of Credit.....................21
                  (d)      Reimbursement Obligations; Duties of the Lender...22
                  (e)      Payment of Reimbursement Obligations..............22
                  (f)      Letter of Credit Fee Charges......................22
                  (g)      Letter of Credit Reporting Requirements...........23
                  (h)      Indemnification; Exoneration......................23

                                   ARTICLE XI.
                                  MISCELLANEOUS

Section 11.1      Applicable Law.............................................24
Section 11.2      Waiver of Jury.............................................24
Section 11.3      Jurisdiction and Venue; Service of Process.................24
Section 11.4      Confidentiality............................................24
Section 11.5      Amendments and Waivers.....................................25
Section 11.6      Cumulative Rights; No Waiver...............................25
Section 11.7      Notices....................................................25
Section 11.8      Certain Acknowledgments....................................26
Section 11.9      Separability...............................................26
Section 11.10     Parties in Interest........................................26
Section 11.11     Execution in Counterparts..................................26

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                  AMENDED AND RESTATED CREDIT  AGREEMENT,  dated as of August 4,
1999,  between Reckson Service  Industries,  Inc., a Delaware  corporation,  and
Reckson Operating Partnership, L.P., a Delaware limited partnership, relating to
the operations of Reckson Strategic Venture Partners, LLC ("RSVP").

                              W I T N E S S E T H:

                  WHEREAS,  the Borrower has  requested  the Lender to commit to
lend to the Borrower up to $100 million on a revolving  basis for  investment in
RSVP;

                  WHEREAS,  the Lender is willing to make revolving credit loans
on the terms and conditions provided herein; and

                  WHEREAS,  the parties hereto desire to amend and restate their
credit  agreement  dated June 15, 1998 to allow for the  issuance of one or more
Letters of Credit in favor of the Lender for the benefit of the Borrower;

                  NOW, THEREFORE, the parties agree as follows:

                                   DEFINITIONS

            Section 1.1 Definitions.

            (a)  Terms  Genezrally.  The  definitions  ascribed to terms in this
Agreement  apply  equally to both the  singular  and plural forms of such terms.
Whenever  the context may  require,  any pronoun  shall be deemed to include the
corresponding  masculine,  feminine  and  neuter  forms.  The  words  "include",
"includes"  and  "including"  shall be  interpreted as if followed by the phrase
"without  limitation".  The phrase  "individually  or in the aggregate" shall be
deemed  general in scope and not to refer to any  specific  Section or clause of
this  Agreement.  All  references  herein to  Articles,  Sections,  Exhibits and
Schedules  shall be deemed  references to Articles and Sections of, and Exhibits
and Schedules to, this Agreement unless the context shall otherwise require. The
table of contents,  headings  and  captions  herein shall not be given effect in
interpreting or construing the provisions of this Agreement. Except as otherwise
expressly  provided  herein,  all references to "dollars" or "$" shall be deemed
references to the lawful money of the United States of America.

            (b) Other Terms.  The following terms have the meanings  ascribed to
them below or in the Sections of this Agreement
indicated below:

                  "Adjusted  Indebtedness"  means, with respect to the Borrower,
         the Borrower's  Indebtedness  determined without regard for any amounts
         described in clause (viii) of the definition of "Indebtedness."
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                  "Affiliate"  means,  with  respect  to any  Person,  any other
         Person that  controls,  is  controlled  by, or is under common  control
         with, such Person.

                  "Agreement" means this credit agreement, as it may be amended,
         modified or supplemented from time to time.

                  "Available  Commitment"  means, on any day, an amount equal to
         (i) the  Commitment  on such day minus (ii) the  aggregate  outstanding
         principal amount of Loans on such day.

                  "Borrower" means Reckson Service Industries,  Inc., a Delaware
         corporation.

                  "Borrowing Date" means,  with respect to any Loan or Letter of
         Credit, the Business Day set forth in the relevant Borrowing Request as
         the date upon which the Borrower  desires to borrow such Loan or Letter
         of Credit;

                  "Borrowing Request" means a request by the Borrower for a Loan
         or a Letter of Credit,  which shall specify (i) the requested Borrowing
         Date and (ii) the aggregate amount of such Loan or Letter of Credit.

                  "Business Day" means any day that is not a Saturday, Sunday or
         other  day on  which  commercial  banks  in The  City of New  York  are
         authorized by law to close.

                  "Capital Lease Obligations" means, with respect to any Person,
         the  obligation  of such Person to pay rent or other  amounts under any
         lease with respect to any property  (whether  real,  personal or mixed)
         acquired or leased by such Person that is required to be accounted  for
         as a liability on a consolidated balance sheet of such Person.

                  "Commercial  Letter of Credit" means any documentary letter of
         credit  issued by an Issuing  Bank  pursuant  to  Section  10.1 for the
         account of the Lender on behalf of the Borrower.

                  "Commitment" means $100 million,  less (i) the amount of loans
         made by the Lender to the Borrower for the funding of investments  made
         by RSVP prior to the spin-off distribution of shares of common stock of
         the Borrower by Reckson and (ii) the amount of any investments  made by
         the Lender in joint  venture  investments  made with RSVP,  and as such
         amount may be reduced from time to time pursuant to Section 2.3.

                  "Commitment  Termination  Date"  means the earlier to occur of
         (i) June 15, 2003 and (ii) the date, if any, on which the Commitment is
         terminated.

                  "Confidential  Information" means information delivered to the
         Lender  by  or on  behalf  of  the  Borrower  in  connection  with  the
         transactions  contemplated  by or otherwise  pursuant to this Agreement
         that is  confidential  or  proprietary  in  nature at the time it is so
         delivered  or  information  obtained by the Lender in the course of its
         review of the books or records  of the  Borrower  contemplated  herein;
         provided  that  such  term  shall not  include  information  W that was
         publicly  known or  otherwise  known to the Lender prior

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          to the  time  of  such  disclosure,  (ii)  that  subsequently  becomes
          publicly  known through no act or omission by the Lender or any Person
          acting on the Lender's behalf,  (iii) that otherwise  becomes known to
          the Lender other than through  disclosure by the Borrower or (iv) that
          constitutes  financial  information  delivered  to the Lender  that is
          otherwise publicly available.

                  "Credit Obligations" means, at any particular time, the sum of
         (i) the  outstanding  principal  amount of the Loans at such time, plus
         (ii) the Letter of Credit Obligations at such time.

                  "Default"  means any  event or  circumstance  which,  with the
         giving of notice or the passage of time, or both,  would be an Event of
         Default.

                  "EBITDA" means for any fiscal  period,  the  Consolidated  Net
         Income or  Consolidated  Net Loss,  as the case may be, for such fiscal
         period,  after restoring thereto amounts deducted for (a) extraordinary
         losses (or deducting  therefrom any amounts included therein on account
         of  extraordinary  gains) and special  charges,  (b)  depreciation  and
         amortization (including write-offs or write-downs) and special charges,
         (c)  the  amount  of  interest   expense  of  the   Borrower   and  its
         Subsidiaries,  if any, determined on a consolidated basis in accordance
         with GAAP, for such period on the aggregate  principal  amount of their
         consolidated  indebtedness,  (d)  the  amount  of  tax  expense  of the
         Borrower and its  Subsidiaries,  if any,  determined on a  consolidated
         basis in  accordance  with GAAP,  for such period and (e) the aggregate
         amount of fixed and contingent  rentals payable by the Borrower and its
         Subsidiaries,  if any, determined on a consolidated basis in accordance
         with GAAP,  for such period with respect to leases of real and personal
         property.

                  "Effective  Date"  has the  meaning  assigned  to such term in
         Section 6.1.

                  "Event of Default"  has the  meaning  assigned to such term in
         Section 8.1.

                  "GAAP" means generally accepted accounting principles,  as set
         forth in the opinions and  pronouncements of the Accounting  Principles
         Board of the American  Institute of Certified  Public  Accountants  and
         statements and  pronouncements  of the Financial  Accounting  Standards
         Board or in such  other  statements  by such other  entities  as may be
         approved by a significant  segment of the accounting  profession of the
         United States of America.

                  "Governmental  Authority" means any nation or government,  any
         state or other political  subdivision thereof and any entity exercising
         executive,   legislative,   judicial,   regulatory  or   administrative
         functions of or pertaining to government.

                  "Guaranty" means, with respect to any Person,  any obligation,
         contingent  or  otherwise,  of such Person  guaranteeing  or having the
         economic  effect of guaranteeing  any  Indebtedness of any other Person
         (the "primary obligor") in any manner,  whether directly or indirectly,
         and including any  obligation of such Person (i) to purchase or pay

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          (or  advance or supply  funds for the  purchase  or  payment  of) such
          Indebtedness  or to  purchase  (or to advance or supply  funds for the
          purchase of) any security for the payment of such  Indebtedness,  (ii)
          to  purchase  property,  securities  or  services  for the  purpose of
          assuring  the  holder  of such  Indebtedness  of the  payment  of such
          Indebtedness or (iii) to maintain working  capital,  equity capital or
          the financial  condition or liquidity of the primary  obligor so as to
          enable  the  primary  obligor  to  pay  such  Indebtedness.  The  term
          "Guaranteed" shall have the corresponding meaning.

                  "Indebtedness"  means,  with  respect to any  Person,  (i) all
         obligations  of such  Person  for  borrowed  money or for the  deferred
         purchase  price of  property or services  (including  all  obligations,
         contingent or otherwise,  of such Person in connection  with letters of
         credit, bankers' acceptances,  interest rate swap agreements,  interest
         rate cap agreements or other similar  instruments,  including  currency
         swaps) other than indebtedness to trade creditors and service providers
         incurred in the  ordinary  course of business  and payable on usual and
         customary  terms,  (ii) all  obligations  of such Person  evidenced  by
         bonds,  notes,  debentures  or other  similar  instruments,  (iii)  all
         indebtedness  created or arising  under any  conditional  sale or other
         title  retention  agreement  with respect to property  acquired by such
         Person  (even  though the  remedies  available  to the seller or lender
         under  such  agreement  are  limited  to  repossession  or sale of such
         property),  (iv) all Capital Lease Obligations of such Person,  (v) all
         obligations of the types described in clauses (i), (ii),  (iii) or (iv)
         above  secured  by (or for which the  obligee  has an  existing  right,
         contingent  or  otherwise,  to be  secured  by) any Lien upon or in any
         property  (including  accounts,  contract rights and other intangibles)
         owned by such Person, even though such Person has not assumed or become
         liable for the payment of such  Indebtedness,  (vi) all preferred stock
         issued by such Person which is redeemable,  prior to full  satisfaction
         of the Borrower's obligations under this Agreement (including repayment
         in full of the Loans and all interest accrued  thereon),  other than at
         the option of such  Person,  valued at the greater of its  voluntary or
         involuntary  liquidation  preference plus accrued and unpaid dividends,
         (vii) all  Indebtedness of others  Guaranteed by such Person and (viii)
         all  Indebtedness  of any partnership of which such Person is a general
         partner.

                  "Indemnitee"  has the meaning assigned to such term in Section
         4.4(b).

                  "Intercompany  Agreement"  means the  intercompany  agreement,
         dated  as of the date  hereof,  by and  between  the  Borrower  and the
         Lender.

                  "Interest  Period"  means,  with  respect  to any  Loan,  each
         three-month  period  commencing on the date such Loan is made or at the
         end of the preceding  Interest  Period,  as the case may be;  provided,
         however, that:

                  (i) any Interest Period that would otherwise end on a day that
         is not a  Business  Day shall be  extended  to the next  Business  Day,
         unless such Business Day falls in another calendar month, in which case
         such Interest Period shall end on the next preceding Business Day;
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<PAGE>

                  (ii) any Interest  Period that begins on the last Business Day
         of a  calendar  month  (or on a day for which  there is no  numerically
         corresponding  day in the  calendar  month at the end of such  Interest
         Period) shall,  subject to clause (iii) below, end on the last Business
         Day of a calendar month; and

                  (iii) any Interest  Period that would  otherwise end after the
         Commitment Termination Date then in effect shall end on such Commitment
         Termination Date.

                  "Issuing  Bank" means The Chase  Manhattan  Bank or such other
         banking institution selected by the parties hereto to issue a Letter of
         Credit pursuant to Section 10.1(c)(ii) hereof.

                  "Lender" means Reckson Operating Partnership, L.P., a Delaware
         limited partnership.

                  "Letter of Credit"  means any  Commercial  Letter of Credit or
         Standby Letter of Credit.

                  "Letter of Credit  Fee" has the  meaning  set forth in Section
         10.1(f).

                  "Letter of Credit  Obligations" means, at any particular time,
         the sum of (i) all  outstanding  Reimbursement  Obligations,  (ii)  the
         aggregate undrawn face amount of all outstanding Letters of Credit, and
         (iii) the aggregate  face amount of all Letters of Credit  requested by
         the Lender but not yet issued.

                  "Letter of Credit Reimbursement Agreement" means, with respect
         to a Letter of Credit,  such form of  application  therefor and form of
         reimbursement  agreement  therefor  (whether  in a  single  or  several
         documents,  taken  together)  as an  Issuing  Bank  may  employ  in the
         ordinary   course  of  business   for  its  own   account,   with  such
         modifications  thereto as may be agreed upon by such  Issuing  Bank and
         the Lender and as are not  materially  adverse (in the judgment of such
         Issuing Bank) to the interests of the Lender; provided, however, in the
         event of any  conflict  between  the  terms  of any  Letter  of  Credit
         Reimbursement Agreement and this Agreement, the terms of this Agreement
         shall control.

                  "Lien" means,  with respect to any asset of a Person,  (i) any
         mortgage, deed of trust, lien, pledge, encumbrance,  charge or security
         interest in or on such asset,  (ii) the  interest of a vendor or lessor
         under any conditional sale agreement,  capital lease or title retention
         agreement  relating to such asset, and (iii) in the case of securities,
         any  purchase  option,  call or similar  right of any other Person with
         respect to such securities.

                  "Loans" has the meaning assigned to such term in Section 2.1.

                  "Material  Adverse  Effect"  means any  material  and  adverse
         effect  on  (i)  the  consolidated  business,   properties,   condition
         (financial or otherwise) or operations,  present or prospective, of the
         Borrower and its Subsidiaries,  (ii) the ability of the Borrower timely
         to  perform  any of its  material  obligations,  or of  the  Lender  to
         exercise

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          any remedy,  under this  Agreement  or (iii) the  legality,  validity,
          binding nature or enforceability of this Agreement.

                  "Net Assets" means, with respect to the Borrower,  the greater
         of (i) the sum of the Borrower's  paid-in capital and retained earnings
         or (ii) the excess of the Value of all of the Borrower's  assets of any
         kind over the Borrower's Adjusted Indebtedness.

                  "Permitted  Liens" means,  collectively,  the  following:  (i)
         Liens  expressly  approved by the Lender,  which  approval shall not be
         unreasonably withheld; (ii) Liens imposed by any Governmental Authority
         for  taxes,  assessments  or  charges  not yet due or  that  are  being
         contested  in good  faith  by  appropriate  proceedings  and for  which
         adequate  reserves are being  maintained (in accordance with GAAP); and
         (iii) Liens existing on the date hereof.

                  "Person"   means   any   individual,    sole   proprietorship,
         partnership,   joint  venture,  trust,   unincorporated   organization,
         association,  corporation,  institution,  public  benefit  corporation,
         entity or government (whether Federal,  state,  county, city, municipal
         or otherwise, including any instrumentality,  division, agency, body or
         department thereof).

                  "Prime Rate" means the prime rate (or if a range is given, the
         highest  prime  rate)  listed  under  "Money  Rates" in The Wall Street
         Journal for such date or, if The Wall Street  Journal is not  published
         on such date, then in The Wall Street Journal most recently published.

                  "Reckson"  means Reckson  Associates  Realty Corp., a Maryland
         corporation.

                  "Reimbursement Obligations" means the aggregate non-contingent
         reimbursement or repayment  obligations of the Borrower with respect to
         amounts drawn under Letters of Credit.

                  "Responsible  Officer"  means  the  chief  executive  officer,
         president, chief financial officer, chief accounting officer, treasurer
         or  any  vice  president,  senior  vice  president  or  executive  vice
         president of the General Partner.

                  "RSI Facility  Agreement" means the credit agreement dated the
         date hereof between Borrower and Lender in respect of the operations of
         Reckson Service Industries, Inc.

                  "RSVP  Platform"  means a particular real estate market sector
         in which RSVP invests.

                  "SEC" means the  Securities  and Exchange  Commission  (or any
         successor Governmental Authority).

                  "Standby  Letter of Credit"  means any Letter of Credit issued
         by the Issuing  Bank  pursuant  to Section  10.1 for the account of the
         Lender, which is not a Commercial Letter of Credit.

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<PAGE>


                  "Subsidiary"  means,  at any  time  and  with  respect  to any
         Person,  any  other  Person  the  shares  of stock  or other  ownership
         interests of which having  ordinary voting power to elect a majority of
         the board of directors or with respect to other  matters of such Person
         are at the  time  owned,  or the  management  or  policies  of which is
         otherwise at the time controlled, directly or indirectly through one or
         more  intermediaries  (including  other  Subsidiaries) or both, by such
         first  Person.  Unless  otherwise  qualified  or the context  indicates
         clearly  to  the  contrary,   all  references  to  a  "Subsidiary"   or
         "Subsidiaries"  in this Agreement refer to a Subsidiary or Subsidiaries
         of the Borrower.

                  "Taxes"  has the  meaning  assigned  to such  term in  Section
         4.3(a).

                  "Value"  means,  with  respect  to  any  asset  owned  by  the
         Borrower,  the present value of the net cash flow reasonably  projected
         by the Borrower to be received  with  respect to its  ownership of such
         assets,  discounted  at an interest  rate that the Borrower  reasonably
         determines  appropriate  given the risks associated with such asset and
         such projected net cash flow, but in no event at an interest rate lower
         than  2%  above  the  Prime  Rate  in  effect  at  the  time  that  the
         determination of Value is made.

                                   ARTICLE II

                          THE REVOLVING CREDIT FACILITY

     Section 2.1 Commitment and Loans.  Until the Commitment  Termination  Date,
subject to the terms and conditions of this Agreement, the Lender agrees to make
revolving credit loans (collectively,  "Loans") in dollars to the Borrower in an
aggregate principal amount at any one time outstanding,  and taking into account
any Letters of Credit  issued  pursuant to the terms of Article X, not to exceed
the Commitment.

     Section 2.2 Borrowing  Procedure.  In order to borrow a Loan,  the Borrower
shall give a Borrowing Request to the Lender, by telephone, telex or telecopy or
in writing,  not later than 10:30 A.M., New York time, on the third Business Day
before the  Borrowing  Date (or such later time or date as the Lender may in its
sole  discretion  permit).  (If any Borrowing  Request is made otherwise than in
writing,  Borrower  shall promptly  confirm such Borrowing  Request in writing.)
Subject to  satisfaction,  or waiver by the  Lender,  of each of the  applicable
conditions  precedent  contained in Article VI, on the Borrowing Date the Lender
shall make available, in immediately available funds, to the Borrower the amount
of the requested Loan.

     Section 2.3  Termination  and  Reduction  of  Commitment.  The Borrower may
terminate the Commitment, or reduce the amount thereof, by giving written notice
to the Lender,  not later than 5:00 P.M.,  New York time, on the fifth  Business
Day prior to the date of termination or reduction (or such later time or date as
the Lender may in its sole discretion permit).

     Section 2.4 Repayment. Loans shall be repaid, together with all accrued and
unpaid interest thereon, on the Commitment Termination Date.

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<PAGE>

     Section 2.5  Optional  Prepayment.  The Borrower may prepay Loans by giving
notice  (specifying  the Loans to be prepaid in whole or in part,  the principal
amount  thereof to be prepaid  and the date of  prepayment)  to the  Lender,  by
telephone,  telex,  telecopy or in writing  not later than 12:00 noon,  New York
time, on the fourth  Business Day preceding the proposed date of prepayment  (or
such later time or date as the Lender may in its sole  discretion  permit).  (If
any such  prepayment  notice is made otherwise  than in writing,  Borrower shall
promptly  confirm such notice in writing.) Each such prepayment  shall be at the
aggregate principal amount of the principal being prepaid, together with accrued
interest  on the  principal  being  prepaid  to the date of  prepayment  and the
amounts  required by Section 4.3.  Subject to the terms and  conditions  of this
Agreement, prepaid Loans may be reborrowed.

                                  ARTICLE III.

                               INTEREST AND FEES

     Section 3.1 Interest Rate. Each Loan shall bear interest from the date made
until the date repaid,  payable in arrears,  with respect to Interest Periods of
three months or less, on the last day of such Interest Period,  and with respect
to Interest  Periods longer than three months,  on the day which is three months
after  the  commencement  of such  Interest  Period  and on the last day of such
Interest Period,  at a rate per annum equal to the greater of (i) the sum of (x)
2% and (y) the Prime Rate for the applicable  Interest Period and (ii) 12%. With
respect to each Loan  outstanding  for one year or  longer,  such 12% rate shall
increase  to 12.48%,  12.98%,  13.50% and  14.04% as of the  anniversary  of the
making of such Loan,  for the  second,  third,  fourth and fifth years that such
Loan is outstanding, respectively.  Notwithstanding the foregoing, if the amount
of  interest  to be paid by the  Borrower  to the Lender  exceeds  the amount of
EBITDA of the Borrower for the immediately  preceding  calendar  quarter (ending
the last day of September,  December, March, or June), the Borrower shall not be
obligated  to repay the amount of interest  in excess of EBITDA of the  Borrower
for such period.  Any such amount of unpaid interest shall be added to principal
and shall accrue  interests  thereon.  Payments under the Notes shall be applied
first to any fees,  costs or expenses due under the Notes or hereunder,  then to
interest,  and then to principal.  Notwithstanding  any other  provision of this
Agreement,  all  outstanding  principal  and  interest of the Loan and all other
amounts payable  hereunder,  if not sooner paid, shall be due and payable on the
Commitment Termination Date.

     Section 3.2 Interest on Overdue  Amounts.  All overdue  amounts  (including
principal,  interest and fees)  hereunder,  and,  during the  continuance of any
Event of Default  that  shall have  occurred,  each Loan,  shall bear  interest,
payable on demand,  at a rate per annum  equal to the  greater of (i) the sum of
(x) 3% and (y) Prime Rate for the applicable  Interest Period and (ii) 13%. With
respect to each Loan  outstanding  for one year or  longer,  such 13% rate shall
increase  to 13.48%,  13.98%,  14.50% and  15.04% as of the  anniversary  of the
making of such Loan for the second, third, fourth and fifth years that such Loan
is outstanding, respectively.

     Section 3.3 Maximum  Interest  Rate.  (a) Nothing in this  Agreement  shall
require  the  Borrower  to pay  interest at a rate  exceeding  the maximum  rate
permitted by applicable  law.  Neither this Section nor Section 11.1 is intended
to limit the rate of interest payable for the

                                       8
<PAGE>

account of the Lender to the maximum rate  permitted by the laws of the State of
New York  (or any  other  applicable  law) if a higher  rate is  permitted  with
respect to the Lender by supervening provisions of U.S. Federal law.

             (b) If the amount of interest payable for the account of the Lender
on any interest  payment date in respect of the immediately  preceding  interest
computation  period,  computed  pursuant to this Article  III,  would exceed the
maximum  amount  permitted by  applicable  law to be charged by the Lender,  the
amount of interest  payable for its account on such interest  payment date shall
automatically be reduced to such maximum permissible amount.

             (c) If the amount of interest payable for the account of the Lender
in respect of any  interest  computation  period is reduced  pursuant to Section
3.3(b)  and the amount of  interest  payable  for its  account in respect of any
subsequent  interest  computation  period would be less than the maximum  amount
permitted  by law to be  charged  by the  Lender,  then the  amount of  interest
payable  for its  account  in respect of such  subsequent  interest  computation
period shall be  automatically  increased to such  maximum  permissible  amount;
provided that at no time shall the aggregate  amount by which  interest paid for
the account of the Lender has been  increased  pursuant to this  Section  3.3(c)
exceed  the  aggregate  amount  by  which  interest  paid  for its  account  has
theretofore been reduced pursuant to Section 3.3(b).

                                   ARTICLE IV.

                            DISBURSEMENT AND PAYMENT

             Section 4.1 Method and Time of Payments.

             (a) All  payments by the Borrower  hereunder  shall be made without
setoff or  counterclaim  to the  Lender,  for its  account,  in  dollars  and in
immediately available funds to the account of the Lender theretofore  designated
in writing to the Borrower not later than 12:00 noon, New York time, on the date
when due or,  in the  case of  payments  pursuant  to  Sections  4.3 and 4. 4 or
payments  otherwise  specified as payable upon  demand,  forthwith  upon written
demand therefor.

             (b) Whenever  any payment  from the Borrower  shall be due on a day
that is not a Business Day, the date of payment thereof shall be extended to the
next  succeeding  Business  Day.  If the date for any  payment of  principal  is
extended by operation of law or otherwise, interest thereon shall be payable for
such extended time.

             Section 4.2 Compensation for Losses. 1. If (i) the Borrower prepays
Loans,  (ii) the  Borrower  revokes  any  Borrowing  Request or (iii)  Loans (or
portions  thereof)  shall become or be declared to be due prior to the scheduled
maturity thereof,  then the Borrower shall pay to the Lender an amount that will
compensate  the  Lender  for any loss  (other  than lost  profit)  or premium or
penalty  incurred by the Lender as a result of such  prepayment,  declaration or
revocation in respect of funds obtained for the purpose of making or maintaining
the Lender's Loans, or any portion thereof.  Such compensation  shall include an
amount  equal to the excess,  if any,  of (i) the amount of interest  that would
have accrued on the amount so paid or prepaid,  or

                                        9
<PAGE>

not  borrowed,  for the period from the date of such  payment or  prepayment  or
failure to borrow to the last day of such Interest  Period (or, in the case of a
failure to borrow, the Interest Period that would have commenced on the expected
Borrowing  Date) in each case at the  applicable  rate of interest for such Loan
over (ii) the amount of interest (as  reasonably  determined by the Lender) that
would have  accrued on such amount were it on deposit  for a  comparable  period
with leading banks in the London interbank market.

             (b) If requested by the Borrower,  in connection with a payment due
pursuant  to this  Section  4.2,  the Lender  shall  provide  to the  Borrower a
certificate setting forth in reasonable detail the amount required to be paid by
the Borrower to the Lender and the computations  made by the Lender to determine
such  amount.  In the  absence of  manifest  error,  such  certificate  shall be
conclusive as to the amount required to be paid.

             Section 4.3 Withholding and Additional Costs.

             (a)  Withholding.  All  payments  under this  Agreement  (including
payments  of  principal  and  interest)  shall be payable to the Lender free and
clear  of any and  all  present  and  future  taxes,  levies,  imposts,  duties,
deductions,  withholdings,  fees, liabilities and similar charges (collectively,
"Taxes").  If any Taxes are required to be withheld or deducted  from any amount
payable under this Agreement, then the amount payable under this Agreement shall
be increased to the amount which,  after deduction from such increased amount of
all Taxes  required  to be withheld  or  deducted  therefrom,  will yield to the
Lender the amount stated to be payable under this Agreement.  The Borrower shall
also hold the Lender harmless and indemnify it for any stamp or other taxes with
respect to the  preparation,  execution,  delivery,  recording,  performance  or
enforcement of this Agreement (all of which shall be included  within  "Taxes").
If any of the Taxes specified in this Section 4.3(a) are paid by the Lender, the
Borrower  shall,  upon demand of the Lender,  promptly  reimburse the Lender for
such payments,  together with any interest,  penalties and expenses  incurred in
connection  therewith.  The Borrower shall deliver to the Lender certificates or
other valid  vouchers for all Taxes or other charges  deducted from or paid with
respect to payments made by the Borrower hereunder.

             (b)  Additional  Costs.  Subject to  Section  4.3(c),  and  without
duplication of any amounts payable  described in Section 4.2 or 4.3(a), if after
the date  hereof any change in any law or  regulation  or in the  interpretation
thereof by any court or  administrative  or Governmental  Authority charged with
the  administration  thereof or the  enactment  of any law or  regulation  shall
either (1) impose,  modify or deem  applicable any reserve,  special  deposit or
similar  requirement  against the Lender's  Commitment or Loans or (2) impose on
the Lender any other condition  regarding this Agreement,  its Commitment or the
Loans and the result of any event  referred  to in clause (1) or (2) shall be to
increase the cost to the Lender of maintaining  its Commitment or any Loans made
by the Lender (which increase in cost shall be calculated in accordance with the
Lender's  reasonable  averaging and attribution  methods) by an amount which the
Lender deems to be material, then, upon demand by the Lender, the Borrower shall
pay to the Lender an amount equal to such increase in cost.

             (c) Certificate,  Etc. If requested by the Borrower,  in connection
with any demand for  payment  pursuant to this  Section  4.3,  the Lender  shall
provide to the Borrower a certificate
                                       10
<PAGE>

setting  forth in  reasonable  detail  the basis  for such  demand,  the  amount
required to be paid by the Borrower to the Lender,  the computations made by the
Lender to determine such amount and  satisfaction of the conditions set forth in
the next sentence.  Anything to the contrary herein notwithstanding,  the Lender
shall  not have the right to demand  any  payment  or  compensation  under  this
Section 4.3 (i) with  respect to any period more than 180 days prior to the date
it has made a demand  pursuant to this  Section 4.3, and (ii) to the extent that
the Lender determines in good faith that the interest rate on the relevant Loans
appropriately  accounts for any increased cost or reduced rate of return. In the
absence of manifest error, the certificate referred to above shall be conclusive
as to the amount required to be paid.

             Section 4.4 Expenses; Indemnity. 1. The Borrower agrees: (i) to pay
or  reimburse  the Lender for all  reasonable  out-of-pocket  costs and expenses
incurred in connection with the preparation and execution of, and any amendment,
supplement or modification  to, this Agreement and any other documents  prepared
in connection  herewith or therewith,  and the  consummation of the transactions
contemplated hereby and thereby,  including,  without limitation, the reasonable
fees and  disbursements of Brown & Wood LLP, counsel to the Lender;  and (ii) to
pay or reimburse the Lender for all  reasonable  costs and expenses  incurred in
connection  with the  enforcement  or  preservation  of any  rights  under  this
Agreement  and any such other  documents,  including,  without  limitation,  the
reasonable fees and  disbursements  of counsel to the Lender.  The Borrower also
agrees to indemnify the Lender against any transfer  taxes,  documentary  taxes,
assessments  or  charges  made by any  Governmental  Authority  by reason of the
execution and delivery of this Agreement.

             (b) The Borrower  agrees to indemnify the Lender and its directors,
officers,  partners,  employees,  agents and  Affiliates  (for  purposes of this
paragraph,  each, an "Indemnitee") against, and to hold each Indemnitee harmless
from,  any and all claims,  liabilities,  damages,  losses,  costs,  charges and
expenses  (including  fees and  expenses  of  counsel)  incurred  by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result
of (i)  the  execution  or  delivery  of  this  Agreement  or any  agreement  or
instrument  contemplated  by this  Agreement,  the  performance  by the  parties
thereto of their respective obligations under this Agreement or the consummation
of the transactions and the other  transactions  contemplated by this Agreement,
(ii)  the use of the  proceeds  of the  Loans or (iii)  any  claim,  litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

             (c) All  amounts  due under  this  Section  4.4 shall be payable in
immediately available funds upon written demand therefor.

             Section 4.5 Survival.  The  provisions of Sections 4.2, 4.3 and 4.4
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the transactions contemplated
hereby,  the repayment of any of the Loans,  the reduction or termination of the
Commitment,  the invalidity or unenforceability of any term or provision of this
Agreement, or any investigation made by or on behalf of the Lender.

                                     11
<PAGE>

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

             Section 5.1 Representations and Warranties.  In order to induce the
Lender to enter into this  Agreement  and to make Loans and the other  financial
accommodations  to the  Borrower  and to induce the Lender to obtain  Letters of
Credit on its behalf as described herein,  the Borrower  represents and warrants
to the Lender as follows:

             (a) Good Standing and Power.  The Borrower and each Subsidiary is a
         limited partnership or corporation, duly organized and validly existing
         in  good  standing   under  the  laws  of  the   jurisdiction   of  its
         organization;  each has the power to own its  property  and to carry on
         its business as now being  conducted;  and each is duly qualified to do
         business  and is in good  standing  in each  jurisdiction  in which the
         character of the  properties  owned or leased by it therein or in which
         the  transaction  of its business makes such  qualification  necessary,
         except where the failure to be so qualified, or to be in good standing,
         individually  or in the aggregate,  could not reasonably be expected to
         have a Material Adverse Effect.

             (b) Authority. The Borrower has full power and authority to execute
         and  deliver,  and to incur and perform  its  obligations  under,  this
         Agreement,  which has been duly  authorized by all proper and necessary
         action.  No consent or  approval  of limited  partners is required as a
         condition  to the  validity or  performance  of, or the exercise by the
         Lender of any of its rights or remedies under, this Agreement.

             (c)  Authorizations.   All  authorizations,   consents,  approvals,
         registrations,  notices,  exemptions  and  licenses  with or  from  any
         Governmental  Authority or other Person  necessary  for the  execution,
         delivery and  performance  by the Borrower of, and the  incurrence  and
         performance of each of its obligations  under, this Agreement,  and the
         exercise by the Lender of its remedies  under this  Agreement have been
         effected or obtained and are in full force and effect.

             (d) Binding  Obligation.  This Agreement  constitutes the valid and
         legally  binding  obligation of the Borrower  enforceable in accordance
         with its terms,  subject as to enforcement  to bankruptcy,  insolvency,
         reorganization,  moratorium  and similar laws of general  applicability
         relating  to or  affecting  creditors'  rights  and to  general  equity
         principles.

             (e)  Litigation.  There are no  proceedings or  investigations  now
         pending or, to the  knowledge of the  Borrower,  threatened  before any
         court or arbitrator or before or by any  Governmental  Authority which,
         individually  or in  the  aggregate,  if  determined  adversely  to the
         interests  of the  Borrower  or any  Subsidiary,  could  reasonably  be
         expected to have a Material Adverse Effect.

             (f) No Conflicts. There is no statute,  regulation,  rule, order or
         judgment,  and no provision of any agreement or instrument binding upon
         the Borrower or any

                                       12

<PAGE>

          Subsidiary,  or affecting  their  properties,  and no provision of the
          certificate  of limited  partnership,  certificate  of  incorporation,
          agreement of limited  partnership or by-laws (or similar  constitutive
          instruments) of the Borrower or any  Subsidiary,  that would prohibit,
          conflict  with or in any way impair the  execution  or delivery of, or
          the  incurrence  or  performance  of any  obligations  of the Borrower
          under,  this  Agreement,  or  result in or  require  the  creation  or
          imposition  of any Lien on property of the Borrower or any  Subsidiary
          as a consequence  of the execution,  delivery and  performance of this
          Agreement.

             (g) Taxes.  The  Borrower  and the  Subsidiaries  each has filed or
         caused to be filed all tax  returns  that are  required to be filed and
         paid all taxes that are  required  to be shown to be due and payable on
         said  returns  or on  any  assessment  made  against  it or  any of its
         property and all other taxes, assessments, fees, liabilities, penalties
         or  other  charges  imposed  on  it or  any  of  its  property  by  any
         Governmental  Authority,  except  for  any  taxes,  assessments,  fees,
         liabilities,  penalties or other charges  which are being  contested in
         good faith and  (unless  the  amount  thereof  is not  material  to the
         Borrower's   consolidated   financial  condition)  for  which  adequate
         reserves have been established in accordance with GAAP.

             (h) Properties. The Borrower and the Subsidiaries each has good and
         marketable  title  to,  or valid  leasehold  interests  in,  all of its
         respective properties and assets. All such assets and properties are so
         owned or held free and clear of all Liens, except Permitted Liens.

             (i)  Compliance  with  Laws  and  Charter  Documents.  Neither  the
         Borrower nor any Subsidiary is, or as a result of performing any of its
         obligations  under this Agreement will be, in violation of (a) any law,
         statute,  rule,  regulation  or  order  of any  Governmental  Authority
         applicable to it or its properties or assets or (b) its  certificate of
         limited partnership, certificate of incorporation, agreement of limited
         partnership, by-laws or any similar document.

             (j) No Material  Adverse Effect.  Since May 15, 1997, there has not
         occurred  or  arisen  any  event,   condition  or  circumstance   that,
         individually or in the aggregate,  could reasonably be expected to have
         a Material Adverse Effect.

             (k)  Disclosure.  All  information  relating to the Borrower or its
         Subsidiaries  delivered in writing to the Lender in connection with the
         negotiation,  execution  and  delivery  of this  Agreement  is true and
         complete in all material  respects.  There is no material fact of which
         the Borrower is aware which,  individually  or in the aggregate,  would
         reasonably  be expected  adversely  to influence  the  Lender's  credit
         analysis  relating to the Borrower and its  Subsidiaries  which has not
         been disclosed to the Lender in writing.

     Section  5.2  Survival.  All  representations  and  warranties  made by the
Borrower  in  this  Agreement,  and in the  certificates  or  other  instruments
prepared or delivered in connection with or pursuant to this Agreement, shall be
considered  to have been relied upon by the Lender,

                                       13
<PAGE>

(ii) survive the making of Loans and the issuance of or payment under any Letter
of Credit regardless of any  investigation  made by, or on behalf of, the Lender
and (iii)  continue in full force and effect as long as the  Commitment  has not
been terminated and,  thereafter,  so long as any Loan,  Letter of Credit fee or
other amount payable under this Agreement remains unpaid.

                                  ARTICLE VI.

                              CONDITIONS PRECEDENT

     Section 6.1 Conditions to the Availability of the Commitment and Letters of
Credit.  The  obligations of the Lender  (including its obligators in respect of
Letters of Credit)  hereunder are subject to, and the Lender's  Commitment shall
not become  available  until the earliest date (the  "Effective  Date") on which
each of the following  conditions  precedent shall have been satisfied or waived
in writing by the Lender:

             (a) This  Agreement.  The Lender shall have received this Agreement
         duly executed and delivered by the Borrower.

             (b) Certificate of Incorporation and By-Laws. The Lender shall have
         received the following:

             (i) a copy of the Certificate of Incorporation of the Borrower,  as
         in effect on the Effective Date, certified by the Secretary of State of
         Delaware, and a certificate from such Secretary of State as to the good
         standing of the Borrower, in each case as of a date reasonably close to
         the Effective Date; and

             (ii) a certificate of a Responsible Officer of the Borrower,  dated
         the Effective  Date,  and stating that  attached  thereto is a true and
         complete copy of the By-Laws of the Borrower as in effect on such date.

             (c)  Representations   and  Warranties.   The  representations  and
         warranties  contained  in Section  5.1 shall be true and correct on the
         Effective  Date,  and the  Lender  shall have  received a  certificate,
         signed by a Responsible Officer of the Borrower, to that effect.

             (d) Other  Documents.  The Lender  shall have  received  such other
         certificates, opinions and other documents as the Lender reasonably may
         require.

     Section 6.2 Conditions to All Loans and Letters of Credit.  The obligations
of the Lender to make each Loan and to obtain  Letters of Credit are  subject to
the conditions  precedent that, on the date of each Loan or Letter of Credit and
after giving effect thereto,  each of the following  conditions  precedent shall
have been satisfied, or waived in writing by the Lender:

             (a) Borrowing  Request.  The Lender shall have received a Borrowing
         Request in accordance with the terms of this Agreement.

                                     14
<PAGE>


             (b) No Default.  No Default or Event of Default shall have occurred
         and be continuing, nor shall any Default or Event of Default occur as a
         result of the making of such Loan or obtaining such Letter of Credit.

             (c)  Debt-to-Equity  Ratio. The Lender shall have received from the
         Borrower a certificate  demonstrating  that the ratio of the Borrower's
         Adjusted Indebtedness to the Borrower's Net Assets, taking into account
         the  requested  Loan or Letter of Credit and the assets,  if any, to be
         acquired by the  Borrower  with the  proceeds of such Loan or Letter of
         Credit, shall not exceed 4-to-1.

             (d) Representations and Warranties;  Covenants. The representations
         and  warranties  contained  in  Section  5. 1 shall  have been true and
         correct when made and (except to the extent that any  representation or
         warranty  speaks as of a date certain) shall be true and correct on the
         Borrowing Date with the same effect as though such  representations and
         warranties  were made on such  Borrowing  Date;  and the Borrower shall
         have  complied  with all of its  covenants  and  agreements  under this
         Agreement.

             (e) REIT Status of Reckson.  The  borrowing  shall not, in the sole
         judgment of the Lender, endanger Reckson's status as a REIT.

             (f) Certain Loans Subject to Reckson's Approval.  In respect of any
         Loan or Letter of Credit or Loans or Letters of Credit  aggregating $25
         million in a single RSVP  Platform,  Reckson  shall have  approved  the
         Lender's  making  such Loan or  obtaining  such Letter of Credit in its
         sole discretion.

     Section 6.3 Satisfaction of Conditions Precedent.  Each of (i) the delivery
by the Borrower of a Borrowing  Request (unless the Borrower notifies the Lender
in writing to the contrary prior to the Borrowing  Date) and (ii) the acceptance
of the  proceeds  of a Loan or the  delivery  of the  Letter of Credit  shall be
deemed to constitute a  certification  by the Borrower that, as of the Borrowing
Date,  each of the  conditions  precedent  contained  in  Section  6. 2 has been
satisfied  with respect to the Loan then being made or the Letter of Credit then
being issued.

                                   ARTICLE VII

                                    COVENANTS

     Section 7.1 Affirmative  Covenants.  Until  satisfaction in full of all the
obligations  of  the  Borrower  under  this  Agreement  and  termination  of the
Commitment of the Lender hereunder, the Borrower will:

             (a) Financial Statements;  Compliance Certificates.  Furnish to the
         Lender:

             (i) as  soon  as  available,  but in no  event  more  than  60 days
         following  the end of each of the first  three  quarters of each fiscal
         year,  copies of the  Borrower's  Quarterly  Report on Form 10-Q  being
         filed with the SEC,  which shall include a  consolidated

                                       15

<PAGE>

          balance sheet and  consolidated  income  statement of the Borrower and
          the Subsidiaries for such quarter;

               (ii) as soon as  available,  but in no event  more  than 120 days
          following the end of each fiscal year, a copy of the Borrower's Annual
          Report on Form 10-K being filed with the SEC,  which shall include the
          consolidated   financial   statements   of  the   Borrower   and   the
          Subsidiaries,  together with a report thereon by Ernst & Young LLP (or
          another firm of independent  certified public  accountants  reasonably
          satisfactory to the Lender), for such year;

               (iii) within five Business Days of any Responsible Officer of the
          Borrower  obtaining  knowledge of any Default or Event of Default,  if
          such Default or Event of Default is then continuing,  a certificate of
          a Responsible Officer of the Borrower stating that such certificate is
          a "Notice of Default"  and setting  forth the details  thereof and the
          action  which the  Borrower is taking or proposes to take with respect
          thereto; and

               (iv)  such   additional   information,   reports  or  statements,
          regarding the business,  financial  condition or results of operations
          of the Borrower and its Subsidiaries,  as the Lender from time to time
          may reasonably request.

          (b)  Existence.  Except as permitted by Section 7. 2(a),  maintain its
     existence in good standing and qualify and remain  qualified to do business
     in each  jurisdiction  in which the  character of the  properties  owned or
     leased by it therein or in which the  transaction  of its  business is such
     that the  failure  to  qualify,  individually  or in the  aggregate,  could
     reasonably be expected to have a Material Adverse Effect.

          (c)  Compliance  with  Law and  Agreements.  Comply,  and  cause  each
     Subsidiary to comply, with all applicable laws, ordinances,  orders, rules,
     regulations and requirements of all  Governmental  Authorities and with all
     agreements except where the necessity of compliance  therewith is contested
     in good faith by  appropriate  proceedings  or where the  failure to comply
     therewith,  individually  or in the  aggregate,  could  not  reasonably  be
     expected to have a Material Adverse Effect.

          (d) Authorizations. Obtain, make and keep in full force and effect all
     authorizations   from  and  registrations  with  Governmental   Authorities
     required for the validity or enforceability of this Agreement.

          (e)  Inspection.  Permit,  and cause each  Subsidiary  to permit,  the
     Lender  to have one or more of its  officers  and  employees,  or any other
     Person designated by the Lender, to visit and inspect any of the properties
     of the Borrower and the Subsidiaries and to examine the minute books, books
     of account and other records of the Borrower and the  Subsidiaries,  and to
     photocopy  extracts  from such  minute  books,  books of account  and other
     records,  and to  discuss  its  affairs,  finances  and  accounts  with its
     officers and with the  Borrower's  independent  accountants,  during normal
     business  hours and at such  other  reasonable  times,  for the  purpose of
     monitoring  the  Borrower's  compliance  with its  obligations  under  this
     Agreement.

                                       16
<PAGE>
     (f) Maintenance of Records. Keep, and cause each Subsidiary to keep, proper
books of record and account in which full, true and correct entries will be made
of all dealings or transactions of or in relation to its business and affairs.

     (g) Notice of Defaults and Adverse Developments. Promptly notify the Lender
upon the  discovery  by any  Responsible  officer of the  occurrence  of (i) any
Default or Event of Default; (ii) any event, development or circumstance whereby
the  financial  statements  most  recently  furnished  to the Lender fail in any
material  respect to present  fairly,  in  accordance  with GAAP,  the financial
condition and operating  results of the Borrower and the  Subsidiaries as of the
date of such financial statements;  (iii) any material litigation or proceedings
that are instituted or threatened (to the knowledge of the Borrower) against the
Borrower or any Subsidiary or any of their  respective  assets;  (iv) any event,
development or  circumstance  which,  individually  or in the  aggregate,  could
reasonably  be expected to result in an event of default (or, with the giving of
notice or lapse of time or both, an event of default) under any Indebtedness and
the amount thereof;  and (v) any other development in the business or affairs of
the  Borrower  or any  Subsidiary  if the effect  thereof  would  reasonably  be
expected,  individually or in the aggregate,  to have a Material Adverse Effect;
in each case describing the nature thereof and the action the Borrower  proposes
to take with respect thereto.

     Section  7.2  Negative  Covenants.  Until  satisfaction  in full of all the
obligations  of  the  Borrower  under  this  Agreement  and  termination  of the
Commitment of the Lender hereunder, the Borrower will not:

             (a) Mergers, Consolidations and Sales of Assets. Wind up, liquidate
         or  dissolve  its affairs or enter into any  merger,  consolidation  or
         share  exchange,  or convey,  sell,  lease or otherwise  dispose of (or
         agree to do any of the foregoing at any future time), whether in one or
         a series of transactions, all or any substantial part of its assets, or
         permit any  Subsidiary so to do, unless such  transaction  or series of
         transactions are expressly approved by the Lender, which approval shall
         not be unreasonably withheld.

             (b) Liens.  Create,  incur, assume or suffer to exist any Lien upon
         or with respect to any of its property or assets,  whether now owned or
         hereafter acquired,  or assign or otherwise convey any right to receive
         income, except Permitted Liens.

             (c) Indebtedness. Create, incur, issue, assume, guarantee or suffer
         to exist any Indebtedness, except:

                 (i)  Indebtedness  to the Lender under this  Agreement or under
         the RSI  Facility  Agreement,

                 (ii)   Non-recourse   Indebtedness  of  the  Borrower  and  any
         Subsidiary  secured by mortgages,  encumbrances  or liens  specifically
         permitted by Section 7. 2(b), and

                 (iii) Indebtedness expressly approved by the Lender in writing,
         which approval may be withheld in the Lender's sole discretion.

                                       17
<PAGE>

     (d) Dividends.  Declare any dividends on any of its shares of capital stock
unless such  dividend or  distribution  is expressly  approved in writing by the
Lender.

     (e) Certain  Amendments.  Amend,  modify or waive, or permit to be amended,
modified or waived,  any provision of its Certificate of  Incorporation  unless,
within not less than 5 days prior to such amendment,  modification or waiver (or
such later time as the Lender may in its sole discretion  permit),  the Borrower
shall have given the Lender notice  thereof,  including  all relevant  terms and
conditions thereof, and the Lender shall have consented in writing thereto.

                                  ARTICLE VIII.

                                EVENTS OF DEFAULT

     Section  8.1  Events of  Default.  If one or more of the  following  events
(each, an "Event of Default") shall occur:

     (a) The Borrower shall fail duly to pay any principal of any Loan or Letter
of Credit when due,  whether at  maturity,  by notice of  intention to prepay or
otherwise; or

     (b) The  Borrower  shall  fail duly to pay any  interest,  fee or any other
amount payable under this Agreement within two days after the same shall be due;
or

     (c) Borrower shall fail duly to observe or perform any term,  covenant,  or
agreement contained in Section 7. 2; or

     (d) The  Borrower  shall fail duly to observe  or perform  any other  term,
covenant or agreement  contained in this Agreement,  and such failure shall have
continued unremedied for a period of 30 days; or

     (e) Any  representation  or warranty made or deemed made by the Borrower in
this  Agreement,  or any statement or  representation  made in any  certificate,
report or opinion  delivered by or on behalf of the Borrower in connection  with
this  Agreement,  shall prove to have been false or  misleading  in any material
respect when so made or deemed made; or

     (f) The Borrower shall fail to pay any Indebtedness (other than obligations
here under) in an amount of $100,000 or more when due; or any such  Indebtedness
having an  aggregate  principal  amount  outstanding  of  $100,000 or more shall
become or be declared to be due prior to the expressed maturity thereof; or

     (g) An involuntary case or other proceeding shall be commenced  against the
Borrower seeking liquidation,  reorganization or other relief with respect to it
or its debts under any  applicable  bankruptcy,  insolvency,  reorganization  or
similar law or seeking the  appointment  of a custodian,  receiver,  liquidator,
assignee,  trustee,  sequestrator  or similar  official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain
undismissed  and  unstayed  for a period  of more  than 60 days;  or an order or
decree approving or ordering any of the foregoing shall be entered and continued
unstayed and in effect; or

                                       18
<PAGE>

     (h) The Borrower shall  commence a voluntary  case or proceeding  under any
applicable  bankruptcy,  insolvency,  reorganization or similar law or any other
case or  proceeding to be  adjudicated  a bankrupt or insolvent,  or any of them
shall  consent  to the entry of a decree or order for  relief in  respect of the
Borrower in an involuntary case or proceeding  under any applicable  bankruptcy,
insolvency,  reorganization  or other similar law or to the  commencement of any
bankruptcy or insolvency case or proceeding  against any of them, or any of them
shall file a  petition  or answer or consent  seeking  reorganization  or relief
under any  applicable  law,  or any of them shall  consent to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator,  assignee, trustee, sequestrator or similar official of the Borrower
or any  substantial  part  of  its  property,  or the  Borrower  shall  make  an
assignment for the benefit of creditors,  or the Borrower shall admit in writing
its  inability  to pay its debts  generally  as they become due, or the Borrower
shall take corporate action in furtherance of any such action;

     (i) One or more judgments  against the Borrower or attachments  against its
property,  which in the aggregate exceed $100,000, or the operation or result of
which could be to interfere  materially  and  adversely  with the conduct of the
business  of the  Borrower  remain  unpaid,  unstayed  on appeal,  undischarged,
unbonded, or undismissed for a period of more than 30 days; or

     (j) Any court or governmental  or regulatory  authority shall have enacted,
issued,  promulgated,   enforced  or  entered  any  statute,  rule,  regulation,
judgment,  decree, injunction or other order (whether temporary,  preliminary or
permanent)  which  is in  effect  and  which  prohibits,  enjoins  or  otherwise
restricts, in a manner that, individually or in the aggregate,  could reasonably
be  expected  to  have a  Material  Adverse  Effect,  any  of  the  transactions
contemplated under this Agreement; or

     (k) Any Event  of  Default  shall occur and be  continuing  under  the  RSI
Facility Agreement.

then,  and at any time  during the  continuance  of such Event of  Default,  the
Lender  may,  by  written  notice to the  Borrower,  take  either or both of the
following actions,  at the same or different times: (i) terminate  forthwith the
Commitment,  Credit  Obligations  and any  obligations  of the  Lender to obtain
Letters  of Credit  pursuant  to this  Agreement  and (ii)  declare  any  Credit
Obligations  then  outstanding to be due,  whereupon the principal of the Credit
Obligations so declared to be due,  together with accrued  interest  thereon and
any unpaid amounts  accrued under this  Agreement,  shall become  forthwith due,
without  presentment,  demand,  protest or any other  notice of any kind (all of
which are hereby expressly  waived by the Borrower);  provided that, in the case
of any Event of  Default  described  in Section  8. 1(g) or (h)  occurring  with
respect to the Borrower,  the  Commitment  and any  obligations of the Lender to
obtain Letters of Credit  pursuant to this  Agreement  shall  automatically  and
immediately terminate and the principal of all Loans then outstanding,  together
with  accrued  interest  thereon  and any  unpaid  amounts  accrued  under  this
Agreement,  shall automatically and immediately become due without  presentment,
demand,  protest  or any  other  notice  of any kind  (all of which  are  hereby
expressly waived by the Borrower).

                                       19
<PAGE>

                                   ARTICLE IX.

                          EVIDENCE OF LOANS; TRANSFERS

     Section 9.1  Evidence of Loans and Letters of Credit.  1. The Lender  shall
maintain  accounts  evidencing  the  indebtedness  of the Borrower to the Lender
resulting from each Loan made by the Lender and each Letter of Credit issued for
the  benefit  of the  Borrower  from  time to time,  including  the  amounts  of
principal  and  interest  payable  and paid to the Lender in respect of Loans or
Letters of Credit.

     (b) The Lender's  written  records  described  above shall be available for
inspection during ordinary business hours by the Borrower from time to time upon
reasonable prior notice to the Lender.

     (c) The entries made in the Lender's written or electronic  records and the
foregoing accounts shall be prima facie evidence of the existence and amounts of
the indebtedness of the Borrower therein recorded;  provided,  however, that the
failure  of the  Lender  to  maintain  any  such  account  or such  records,  as
applicable, or any error therein, shall not in any manner affect the validity or
enforceability of any obligation of the Borrower to repay any Loan actually made
by the Lender in accordance with the terms of this Agreement.

                                    ARTICLE X

                                LETTERS OF CREDIT

     Section 10.1 Letters of Credit.  Until the Commitment  Termination Date and
subject  to the terms and  conditions  set forth in this  Agreement,  the Lender
hereby agrees to obtain from an Issuing Bank for the account of the Borrower one
or more Letters of Credit, subject to the following provisions:

     (a) Types and Amounts.  The Lender shall not have any obligation to obtain,
or cause the amendment or extension of any Letter of Credit at any time:

         (i) if the aggregate  Letter of Credit  Obligations with respect to the
      Issuing Bank, after giving effect to the issuance,  amendment or extension
      of the  Letter of  Credit  requested  hereunder,  shall  exceed  any limit
      imposed by law or regulation upon the Issuing Bank;

         (ii) if, immediately after giving effect to the issuance,  amendment or
      extension of such Letter of Credit,  (1) the Letter of Credit  Obligations
      at such time would exceed  [$10,000,000] or (2) the Credit  Obligations at
      such time would exceed the  Commitment at such time, or (3) one or more of
      the conditions  precedent contained in Sections 6.1 or 6.2, as applicable,
      would not on such date be satisfied, unless such conditions are thereafter
      satisfied and written notice of such  satisfaction  is given to the Lender
      (and the Lender shall not otherwise be required to determine that, or take
      notice

                                       20
<PAGE>

     whether,  the  conditions  precedent  set forth in Sections  6.1 or 6.2, as
     applicable, have been satisfied);

                 (iii)  which has an  expiration  date later than the earlier of
         (A) the date one (1) year after the date of issuance (without regard to
         any automatic renewal provisions  thereof) or (B) the Business Day next
         preceding the scheduled Commitment Termination Date; or

                 (iv) which is in a currency other than dollars.

             (b) Conditions. In addition to being subject to the satisfaction of
         the  conditions  precedent  contained  in  Sections  6.1  and  6.2,  as
         applicable,  the  obligation  of the  Lender to obtain  from an Issuing
         Bank, or to cause the amendment or extension of any Letter of Credit is
         subject to the satisfaction in full of the following conditions:

                 (i) if the Lender so requests, the Borrower shall have executed
         and delivered to the Lender a Letter of Credit Reimbursement  Agreement
         and such other  documents and materials as may be required  pursuant to
         the terms thereof; and

                 (ii) the  terms  of the  proposed  Letter  of  Credit  shall be
         satisfactory to the Lender in its sole discretion.

          (c)  Issuance  of Letters of Credit.  1. The  Borrower  shall give the
     Lender  written  notice that it requires the issuance of a Letter of Credit
     not later than 11:00 a.m.  (New York time) on the third (3rd)  Business Day
     preceding the  requested  date for issuance  thereof under this  Agreement.
     Such notice shall be irrevocable unless and until such request is denied by
     the Lender and shall  specify  (A) that the  requested  Letter of Credit is
     either a Commercial Letter of Credit or a Standby Letter of Credit, (B) the
     stated amount of the Letter of Credit  requested,  (C) the  effective  date
     (which shall be a Business  Day) of issuance of such Letter of Credit,  (D)
     the date on which  such  Letter of Credit  is to expire  (which  shall be a
     Business Day and no later than the Business Day  immediately  preceding the
     scheduled  Commitment  Termination Date), (E) that such Letter of Credit is
     to be issued for the benefit of the Borrower,  (F) other  relevant terms of
     such Letter of Credit,  (G) the  Available  Commitment at such time and (H)
     the amount of the then outstanding Letter of Credit Obligations.

                 (ii) The Lender  shall give the  Borrower  written  notice,  or
         telephonic  notice  confirmed  promptly  thereafter in writing,  of the
         issuance, amendment or extension of a Letter of Credit.

          (d) Reimbursement Obligations; Duties of the Lender.

                 (i)  Notwithstanding  any  provisions  to the  contrary  in any
         Letter of Credit Reimbursement Agreement:

                     (A) the  Borrower  shall  reimburse  the Lender for amounts
               drawn under its Letter of Credit,  in dollars,  no later than the
               date (the  "Reimbursement  Date") which is the earlier of (I) the
               time specified in the applicable  Letter of Credit

                                     21
<PAGE>
               Reimbursement  Agreement  and (II) three (3) Business  Days after
               the Borrower receives written notice from the Lender that payment
               has been made under such  Letter of Credit by the  Issuing  Bank;
               and

                     (B)  all  Reimbursement  Obligations  with  respect  to any
               Letter  of  Credit  shall  bear  interest  at the  Prime  Rate in
               accordance with Section 3.1 from the date of the relevant drawing
               under such Letter of Credit until the Reimbursement Date.

                 (ii) The Lender  shall give the  Borrower  written  notice,  or
         telephonic  notice  confirmed  promptly  thereafter in writing,  of all
         drawings  under a Letter of Credit and the  payment  (or the failure to
         pay when  due) by the  Borrower,  as the case may be, on  account  of a
         Reimbursement Obligation.

                 (iii) In determining whether to pay under any Letter of Credit,
         it is understood  that the Issuing Bank shall have no obligation  other
         than to confirm that any  documents  required to be  delivered  under a
         respective Letter of Credit appear to have been delivered and that they
         appear on their face to comply with the  requirements of such Letter of
         Credit.

     (e) Payment of Reimbursement Obligations.  (i) The Borrower unconditionally
agrees  to pay to the  Lender,  in  dollars,  the  amount  of all  Reimbursement
Obligations,  interest  and other  amounts  payable  to the  Lender  under or in
connection  with the  Letters of Credit when such  amounts are due and  payable,
irrespective of any claim, setoff, defense or other right which the Borrower may
have at any time against the Lender or any other Person.

     (f) Letter of Credit Fee Charges. In connection with each Letter of Credit,
the  Borrower  hereby  covenants  to pay to the Lender the  following  Letter of
Credit Fee  payable  quarterly  in  arrears  (on the first  Banking  Day of each
calendar  quarter  following the issuance of each Letter of Credit):  a fee, for
the Lender's own account,  computed  daily on the amount of the Letter of Credit
issued  and  outstanding  at a rate  per  annum  equal to the  Lender's  cost in
obtaining the Letter of Credit plus a spread equal to the difference between the
interest  rate payable on Loans  hereunder  less the Lender's  cost of borrowing
under the Lender's credit facility (or, in the absence of a credit facility, the
Prime Rate as announced by Citibank  N.A.).  Notwithstanding  the foregoing,  if
amounts  payable  pursuant to this Section  10.1(f)  together  with any interest
payable pursuant to Section 3.1, exceed the amount of EBITDA of the Borrower for
the immediately  preceding  calendar  quarter (ending the last day of September,
December,  March or June),  the  Borrower  shall not be  obligated  to repay the
amounts  payable  under this  Section  10.1(f)  which when added to the interest
payable  pursuant to Section 3.1 exceeds EBITDA of the Borrower for such period.
Any such amount in excess of EBITDA  shall be added to principal  hereunder  and
shall accrue interest thereon in accordance with Section 3.1.

     (g) Letter of Credit  Reporting  Requirements.  The Lender shall,  upon the
request  of  the  Borrower,  provide  to the  Borrower  separate  schedules  for
Commercial  Letters of Credit and Standby Letters of Credit issued as Letters of
Credit, in form and substance reasonably  satisfactory to the Borrower,  setting
forth the aggregate Letter of Credit Obligations outstanding

                                       22
<PAGE>

to it at the end of each month and any  information  requested  by the  Borrower
relating  to the date of  issue,  account  party,  amount,  expiration  date and
reference number of each Letter of Credit issued as contemplated hereunder.

     (h)  Indemnification;  Exoneration.  1. In  addition  to all other  amounts
payable to the Lender, the Borrower hereby agrees to defend, indemnify, and save
the Lender harmless from and against any and all claims,  demands,  liabilities,
penalties,  damages,  losses  (other than loss of  profits),  reasonable  costs,
reasonable charges and reasonable expenses (including  reasonable attorneys fees
but  excluding  taxes)  which  the  Lender  may  incur  or  be  subject  to as a
consequence,  direct or  indirect,  of (A) the  issuance of any Letter of Credit
other  than as a result of the gross  negligence  or willful  misconduct  of the
Lender, as determined by a court of competent  jurisdiction,  or (B) the failure
of the Issuing  Bank to honor a drawing  under such Letter of Credit as a result
of any act or omission,  whether rightful or wrongful,  of any present or future
de jure or de facto government or Governmental Authority.

            (ii) As between  the  Borrower on the one hand and the Lender on the
     other hand, the Borrower assumes all risks of the acts and omissions of, or
     misuse of Letters of Credit by, the  respective  beneficiary of the Letters
     of Credit.  In furtherance and not in limitation of the foregoing,  subject
     to the  provisions of the Letter of Credit  Reimbursement  Agreements,  the
     Lender  shall not be  responsible  for: (A) the form,  validity,  legality,
     sufficiency,   accuracy,  genuineness  or  legal  effect  of  any  document
     submitted by any party in connection  with the application for and issuance
     of the  Letters of Credit,  even if it should in fact prove to be in any or
     all respects invalid, insufficient,  inaccurate,  fraudulent or forged; (B)
     the validity,  legality or sufficiency of any  instrument  transferring  or
     assigning  or  purporting  to  transfer or assign a Letter of Credit or the
     rights or benefits  thereunder  or proceeds  thereof,  in whole or in part,
     which may prove to be invalid or ineffective for any reason; (C) failure of
     the Borrower to duly comply with conditions  required in order to draw upon
     such Letter of Credit;  (D) errors,  omissions,  interruptions or delays in
     transmission or delivery of any messages, by mail, cable, telegraph,  telex
     or   otherwise,   whether  or  not  they  be  in  cipher;   (E)  errors  in
     interpretation   of  technical   terms;  (F)  any  loss  or  delay  in  the
     transmission  or  otherwise  of any  document  required  in order to make a
     drawing  under any  Letter of Credit or of the  proceeds  thereof;  (G) the
     misapplication  by the  Borrower of the  proceeds of any drawing  Letter of
     Credit; and (H) any consequences  arising from causes beyond the control of
     the Lender, other than of the foregoing resulting from the gross negligence
     or willful misconduct of the Lender.

                                  ARTICLE XI.

                                  MISCELLANEOUS

     Section  11.1  Applicable  Law.  THIS  AGREEMENT  SHALL BE  GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

                                       23

<PAGE>

     Section 11.2 Waiver of Jury. THE BORROWER AND THE LENDER EACH HEREBY WAIVES
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,  DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT,  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF,  RELATED  TO,  OR  CONNECTED  WITH  THIS  AGREEMENT,  OR  THE  RELATIONSHIPS
ESTABLISHED HEREUNDER.

     Section 11.3  Jurisdiction and Venue;  Service of Process.  1. The Borrower
and the Lender each hereby irrevocably submits to the non-exclusive jurisdiction
of any state or federal court in the Borough of Manhattan,  The City of New York
for the  purpose of any suit,  action,  proceeding  or  judgment  relating to or
arising  out of this  Agreement  and to the  laying of venue in the  Borough  of
Manhattan  The  City of New  York.  The  Borrower  and the  Lender  each  hereby
irrevocably  waives,  to the fullest  extent  permitted by  applicable  law, any
objection  to the  laying of the venue of any such  suit,  action or  proceeding
brought in the aforesaid courts and hereby irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

     (b)  Borrower  agrees  that  service  of  process  in any  such  action  or
proceeding  may be effected by mailing a copy thereof by registered or certified
mail (or any  substantially  similar  form of  mail),  postage  prepaid,  to the
Borrower at its address set forth in subsection 11.7 or at such other address of
which the Lender shall have been notified pursuant thereto. The Borrower further
agrees that nothing  herein shall affect the right to effect  service of process
in any  other  manner  permitted  by law or shall  limit the right to sue in any
other jurisdiction; and

     (c) The Borrower  waives,  to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

     Section 11.4  Confidentiality.  The Lender  agrees (on behalf of itself and
each of its Affiliates,  partners,  officers,  employees and representatives) to
use its best efforts to keep  confidential,  in accordance  with their customary
procedures  for  handling  confidential   information  of  this  nature  and  in
accordance with commercially  reasonable  business  practices,  any Confidential
Information; provided that nothing herein shall limit the disclosure of any such
information (i) to the extent required by statute,  rule, regulation or judicial
process, (ii) to counsel for the Lender, (iii) to auditors or accountants,  (iv)
by the Lender to an Affiliate thereof,  or (v) in connection with any litigation
relating to  enforcement  of this  Agreement;  provided  further,  that,  unless
specifically  prohibited  by  applicable  law or court order,  the Lender shall,
prior to disclosure  thereof,  notify the Borrower of any request for disclosure
of  any  Confidential   Information  (x)  by  any   Governmental   Authority  or
representative thereof or (y) pursuant to legal process.

     Section 11.5 Amendments and Waivers. 1. Any provision of this Agreement may
be amended, modified, supplemented or waived, but only by a written amendment or
supplement, or written waiver, signed by the Borrower and the Lender.

                                       24
<PAGE>

     (b) Except to the extent  expressly set forth therein,  any waiver shall be
effective only in the specific  instance and for the specific  purpose for which
such waiver is given.

     Section 11.6 Cumulative Rights; No Waiver.  Each and every right granted to
the  Lender  hereunder  or under  any other  document  delivered  in  connection
herewith,  or allowed it by law or equity, shall be cumulative and not exclusive
and may be exercised  from time to time. No failure on the part of the Lender to
exercise,  and no  delay in  exercising,  any  right  will  operate  as a waiver
thereof,  nor will any  single or  partial  exercise  by the Lender of any right
preclude  any other or future  exercise  thereof  or the  exercise  of any other
right.

     Section  11.7  Notices.  Any  communication,  demand  or notice to be given
hereunder will be duly given when delivered in writing or by telecopy to a party
at its  address  as  indicated  below or such  other  address  as such party may
specify in a notice to the other party hereto. A communication, demand or notice
given pursuant to this Agreement shall be addressed:

                  If to the Borrower, to:

                           Reckson Service Industries, Inc.
                           225 Broadhollow Road
                           Melville, New York  11747

                           Telecopy:          (516) 719-7400

                           Attention:          Chief Financial Officer

                  If to the Lender, to:

                           Reckson Operating Partnership, L.P.
                           225 Broadhollow Road
                           Melville, New York  11747

                           Telecopy:          (516) 694-6900

                           Attention:          Chief Financial Officer

     This Section  11.7 shall not apply to notices  referred to in Article II of
this Agreement, except to the extent set forth therein.

     Section 11.8 Certain  Acknowledgments.  The  Borrower  hereby  confirms and
acknowledges  that  (a) the  Lender  does  not have  any  fiduciary  or  similar
relationship  to the Borrower by virtue of this  Agreement and the  transactions
contemplated  herein and that the  relationship  established  by this  Agreement
between the Lender and the  Borrower  is solely that of creditor  and debtor and
(b) no joint  venture  exists  between the  Borrower and the Lender by virtue of
this Agreement and the transactions contemplated herein.

     Section  11.9  Separability.  In case  any  one or  more of the  provisions
contained in this Agreement shall be invalid,  illegal or  unenforceable  in any
respect  under  any  law,  the  validity,

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<PAGE>

legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

     Section 11.10 Parties in Interest. This Agreement shall be binding upon and
inure to the  benefit  of the  Borrower  and the  Lender  and  their  respective
successors  and  assigns,  except  that the  Borrower  may not assign any of its
rights  hereunder  without  the prior  written  consent of the  Lender,  and any
purported assignment by the Borrower without such consent shall be void.

     Section 1l.11 Execution in Counterparts.  This Agreement may be executed in
any number of  counterparts  and by the  different  parties  hereto on  separate
counterparts, each of which when so executed and delivered shall be an original,
but all the counterparts shall together constitute one and the same instrument.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                         RECKSON SERVICE INDUSTRIES, INC.,
                                         as Borrower

                                         By: ________________________________
                                                Name:
                                                Title:

                                         RECKSON OPERATING PARTNERSHIP, L.P.,
                                         as Lender

                                         By:    Reckson Associates Realty Corp.,
                                                its general partner


                                         By: ________________________________
                                                Name:
                                                Title:



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