PAGE>

                                                                     Exhibit 2.1


                                                                  EXECUTION COPY



                          AGREEMENT AND PLAN OF MERGER



                           DATED AS OF AUGUST 3, 2006


                                  BY AND AMONG



                              SL GREEN REALTY CORP.


                           WYOMING ACQUISITION CORP.,


                           WYOMING ACQUISITION GP LLC,


                       WYOMING ACQUISITION PARTNERSHIP LP,


                         RECKSON ASSOCIATES REALTY CORP.


                                       AND


                       RECKSON OPERATING PARTNERSHIP, L.P.

<PAGE>

                                TABLE OF CONTENTS

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<S>      <C>          <C>                                                                                      <C>
ARTICLE I             MERGER.....................................................................................2

         Section 1.1.      The Mergers...........................................................................2

         Section 1.2.      Closing...............................................................................3

         Section 1.3.      Effective Times.......................................................................3

         Section 1.4.      Merger Consideration..................................................................3

         Section 1.5.      Partnership Merger Consideration......................................................4

         Section 1.6.      Organizational Documents..............................................................5

         Section 1.7.      Directors and Officers of the Surviving Company.......................................5

         Section 1.8.      Reckson Common Share Options, Restricted Stock Awards and Restricted Stock
                           Unit Awards...........................................................................6

         Section 1.9.      Termination of DRIP...................................................................7

         Section 1.10.     Direct Purchase of Assets.............................................................7

         Section 1.11.     Transfer of Reckson Properties........................................................8

ARTICLE II            EFFECTS OF THE MERGER; EXCHANGE OF CERTIFICATES............................................9

         Section 2.1.      Payment for Securities................................................................9

ARTICLE III           REPRESENTATIONS AND WARRANTIES............................................................15

         Section 3.1.      Representations and Warranties of Reckson and the Operating Partnership..............15

         Section 3.2.      Representations and Warranties of Purchaser Parties..................................32

ARTICLE IV            COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGERS.............................42

         Section 4.1.      Conduct of Business by Reckson.......................................................42

         Section 4.2.      Conduct of Business by Parent........................................................46

ARTICLE V             ADDITIONAL COVENANTS......................................................................48

         Section 5.1.      Preparation of Proxy Statement; Shareholders' Meeting; Preparation of Form S-4
                           Registration Statement...............................................................48

         Section 5.2.      Access to Information; Confidentiality and Confidentiality Agreement.................50

         Section 5.3.      Reasonable Efforts...................................................................51

         Section 5.4.      Transfer Taxes.......................................................................51

         Section 5.5.      No Solicitation of Transactions......................................................52

         Section 5.6.      Board Actions........................................................................53
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<S>      <C>          <C>                                                                                      <C>
         Section 5.7.      Public Announcements.................................................................54

         Section 5.8.      Employee Arrangements................................................................54

         Section 5.9.      Indemnification; Directors' and Officers' Insurance..................................55

         Section 5.10.     Financing............................................................................56

         Section 5.11.     Convertible Senior Notes.............................................................57

ARTICLE VI            CONDITIONS PRECEDENT......................................................................57

         Section 6.1.      Conditions to Each Party's Obligation to Effect the Mergers..........................57

         Section 6.2       Conditions to Obligations of Purchaser Parties.......................................58

         Section 6.3.      Conditions to Obligations of Reckson and the Operating Partnership...................59

ARTICLE VII           TERMINATION, AMENDMENT AND WAIVER.........................................................60

         Section 7.1.      Termination..........................................................................60

         Section 7.2.      Break-Up Fees and Expenses...........................................................62

         Section 7.3.      Effect of Termination................................................................63

         Section 7.4.      Amendment............................................................................63

         Section 7.5.      Extension; Waiver....................................................................63

         Section 7.6.      Payment of Amount or Expense.........................................................63

ARTICLE VIII          GENERAL PROVISIONS........................................................................64

         Section 8.1.      Nonsurvival of Representations and Warranties........................................64

         Section 8.2.      Notices..............................................................................65

         Section 8.3.      Interpretation.......................................................................65

         Section 8.4.      Specific Performance.................................................................66

         Section 8.5.      Counterparts.........................................................................66

         Section 8.6.      Entire Agreement; No Third-Party Beneficiaries.......................................66

         Section 8.7.      Governing Law........................................................................66

         Section 8.8.      Assignment...........................................................................66

         Section 8.9.      Severability.........................................................................67

         Section 8.10.     Exhibits; Disclosure Letter..........................................................67

         Section 8.11.     Mutual Drafting......................................................................67

         Section 8.12.     Jurisdiction; Venue..................................................................67

         Section 8.13.     Waiver of Trial by Jury..............................................................68
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<S>      <C>          <C>                                                                                      <C>
ARTICLE IX            CERTAIN DEFINITIONS.......................................................................68

         Section 9.1.      Certain Definitions..................................................................68
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                                      -iii-
<PAGE>

                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER, dated as of August 3, 2006 (this
"AGREEMENT"), by and among SL Green Realty Corp., a Maryland corporation
("PARENT"), Wyoming Acquisition Corp., a Maryland corporation ("PURCHASER"),
Wyoming Acquisition GP LLC, a Delaware limited liability company ("WYOMING
ACQUISITION GP"), Wyoming Acquisition Partnership LP, a Delaware limited
partnership ("WYOMING ACQUISITION LP", and together with Parent, Purchaser and
Wyoming Acquisition GP, the "PURCHASER PARTIES"), Reckson Associates Realty
Corp., a Maryland corporation ("RECKSON"), and Reckson's operating partnership
Reckson Operating Partnership., L.P., a Delaware limited partnership (the
"OPERATING PARTNERSHIP").

                                    RECITALS

         A. It is proposed that Reckson shall merge with and into Purchaser (the
"MERGER") with the Purchaser surviving, pursuant to which each of the issued and
outstanding common shares of Reckson, par value $0.01 per share (the "RECKSON
COMMON SHARES"), shall be converted into the right to receive the Merger
Consideration (as defined herein) upon the terms and subject to the conditions
provided herein.

         B. It is proposed that Wyoming Acquisition LP shall merge with and into
the Operating Partnership (the "PARTNERSHIP MERGER" and, together with the
Merger, the "MERGERS"), with the Operating Partnership surviving on the terms
and subject to the conditions set forth in this Agreement and in accordance with
the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), pursuant to
which, on the terms and subject to the conditions provided herein, each Class A
common unit of limited partnership interest in the Operating Partnership and
each Class C common unit of limited partnership interest in the Operating
Partnership (together "COMMON LP UNITS") shall be converted into the right to
receive the Partnership Merger Consideration (as defined herein) and each Series
D Preferred Unit of limited partnership interest in the Operating Partnership
(the "PREFERRED LP UNITS" and together with the Common LP Units, and the LTIP OP
Units, the "LP UNITS") shall remain outstanding in accordance with its terms.

         C. A committee of independent directors of the Board of Directors of
Reckson (the "RECKSON COMMITTEE") has received the opinion (the "FAIRNESS
OPINION") of Goldman Sachs & Co. (the "RECKSON FINANCIAL ADVISORS").

         D. Each of the Reckson Committee and the Reckson Board of Directors
(the "RECKSON BOARD OF DIRECTORS") has determined that this Agreement, the
Merger, and the other transactions contemplated hereby, taken together, are fair
to, advisable and in the best interests of Reckson and the holders of Reckson
Common Shares (the "RECKSON COMMON SHAREHOLDERS").

         E. Reckson, as the general partner of the Operating Partnership, has
determined that this Agreement, the Partnership Merger, and the other
transactions contemplated hereby, taken together, are fair to, advisable and in
the best interests of the Operating Partnership, the holders of the Common LP
Units (the "OPERATING PARTNERSHIP COMMON UNITHOLDERS") and the holders of the
Preferred LP Units (the "OPERATING PARTNERSHIP PREFERRED UNITHOLDERS" and,
together with the Operating Partnership Common Unitholders, the "OPERATING
PARTNERSHIP UNITHOLDERS").
<PAGE>

         F. Parent, Purchaser, and Wyoming Acquisition GP in its capacity as
general partner of Wyoming Acquisition LP, each have approved this Agreement,
the Merger and the Partnership Merger, as applicable, and the other transactions
contemplated hereby.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the terms and conditions hereof, and intending to be legally bound
hereby, Reckson, the Operating Partnership, and the Purchaser Parties hereby
agree as follows:

                                   ARTICLE I

                                     MERGER

         Section 1.1. The Mergers. (a) Upon the terms and subject to the
conditions of this Agreement and in accordance with Subtitle 1 of Title 3 of the
MGCL (as defined herein), at the Effective Time, Reckson shall merge with and
into Purchaser. Following the Merger, the separate corporate existence of
Reckson shall cease and the Purchaser shall continue as the surviving entity
(the "SURVIVING COMPANY") in accordance with the MGCL. The Merger shall have the
effects set forth in Section 3-114 of the MGCL and this Agreement. Without
limiting the generality of the foregoing, and subject thereto, at the Effective
Time, all of the property, rights, privileges and powers of Reckson and
Purchaser will vest in the Surviving Company, and all of the debts, Liabilities
and duties of Reckson and Purchaser will become the debts, Liabilities and
duties of the Surviving Company.

                  (b) Upon the terms and subject to the conditions set forth in
this Agreement, at the Partnership Merger Effective Time (as defined herein),
Wyoming Acquisition LP shall be merged with and into the Operating Partnership
in accordance with the DRULPA, and the separate existence of Wyoming Acquisition
LP shall cease and the Operating Partnership shall continue as the surviving
partnership (the "SURVIVING PARTNERSHIP"), with the Surviving Company remaining
as the general partner of the Surviving Partnership. The Partnership Merger
shall have the effects set forth in Section 17-211 of DRULPA and this Agreement.
Without limiting the generality of the foregoing, and subject thereto, at the
Partnership Merger Effective Time, all of the property, rights, privileges and
powers of the Operating Partnership and Wyoming Acquisition LP will vest in the
Surviving Partnership, and all of the debts, Liabilities and duties of the
Operating Partnership and Wyoming Acquisition LP will become the debts,
Liabilities and duties of the Surviving Partnership. The Operating Partnership
Agreement of the Operating Partnership shall be the operating partnership
agreement of the Surviving Partnership, until thereafter amended in accordance
with applicable law and the terms thereof.


                                       2
<PAGE>

         Section 1.2. Closing. The closing of the Mergers (the "CLOSING") will
take place at 10:00 a.m., local time, as promptly as practicable but in no event
earlier than the later to occur of (a) January 2, 2007 or (b) the third (3rd)
Business Day after the satisfaction or waiver of all of the conditions (other
than those conditions that by their nature are to be satisfied by actions taken
at Closing, but subject to the fulfillment or waiver of those conditions) set
forth in Article VI (the "CLOSING DATE"), at the offices of Wachtell, Lipton,
Rosen & Katz, 51 West 52nd Street, New York, New York 10019, unless another date
or place is agreed to in writing by the parties.

         Section 1.3. Effective Times. (a) Subject to the provisions of this
Agreement, as soon as reasonably practicable on the Closing Date, the parties
shall file with the State Department of Assessments and Taxation of Maryland
(the "MARYLAND DEPARTMENT") the articles of merger or other appropriate
documents (the "ARTICLES OF MERGER") in such form as is required by, and
executed in accordance with, the relevant provisions of the MGCL and make all
other filings, recordings or publications required under the MGCL in connection
with the Merger. The Merger shall become effective at the time of the filing of
the Articles of Merger with, and acceptance for record of such Articles of
Merger by, the Maryland Department in accordance with the MGCL, or at such other
time as the parties shall agree as specified in such filings in accordance with
applicable Law (the "EFFECTIVE TIME").

                  (b) Subject to the provisions of this Agreement, as soon as
reasonably practicable on the Closing Date, the parties shall file with the
Delaware Secretary of State the certificate of merger or other appropriate
documents (the "PARTNERSHIP CERTIFICATE OF MERGER") in such form as is required
by, and executed in accordance with, the relevant provisions of DRULPA and make
all other filings, recordings or publications required under DRULPA in
connection with the Partnership Merger. The Partnership Merger shall become
effective at the time of the filing of the Partnership Certificate of Merger
with, and acceptance for record of such Partnership Certificate of Merger by,
the Delaware Secretary of State in accordance with DRULPA, or at such other time
as the parties shall agree as specified in such filings in accordance with
applicable Law (the "PARTNERSHIP MERGER EFFECTIVE TIME"), it being understood
that the parties shall cause the Partnership Merger Effective Time to occur on
the Closing Date prior to the Effective Time.

         Section 1.4. Merger Consideration. (a) At the Effective Time, by virtue
of the Merger and without any further action on the part of Parent, Purchaser,
Reckson or the Reckson Common Shareholders, each Reckson Common Share issued and
outstanding immediately prior to the Effective Time that is owned by any
wholly-owned Subsidiary (as defined herein) of Reckson, Parent or any Subsidiary
of Parent (other than, in each case, shares in trust accounts, managed accounts,
custodial accounts and the like that are beneficially owned by third parties)
shall automatically be cancelled and retired and cease to exist, and no payment
shall be made with respect thereto.

                  (b) At the Effective Time, by virtue of the Merger and without
any further action on the part of Parent, Purchaser, Reckson or the Reckson
Common Shareholders, each Reckson Common Share issued and outstanding
immediately prior to the Effective Time, other than Reckson Common Shares that
are cancelled pursuant to Section 1.4(a), automatically shall be converted into
the right to receive (i) an amount in cash equal to the sum of (A) $31.68 per
share and (B) an amount in cash equal to the Prorated Dividend (such sum being
referred to as the "CASH CONSIDERATION") and (ii) 0.10387 (the "EXCHANGE RATIO")
of a share of the common stock, par value $0.01 per share, of Parent (the
"PARENT COMMON STOCK"), subject to adjustment as provided in Section 1.4(d) (the
"STOCK CONSIDERATION" and, together with the Cash Consideration, the "MERGER
CONSIDERATION"). All such Reckson Common Shares, when so converted, shall no
longer be outstanding and automatically shall be canceled and retired and shall
cease to exist, and each holder of a Common Share Certificate (as defined
herein) shall cease to have any rights with respect thereto, except the right to
receive the Merger Consideration to be paid in consideration therefor upon the
surrender of such Common Share Certificates in accordance with Section 2.1,
without interest, together with the right, if any, to receive pursuant to
Section 2.1(l) cash in lieu of fractional shares of Parent Common Stock into
which such Reckson Common Shares have been converted pursuant to this Section
1.4(b) and the amounts, if any, payable pursuant to Section 2.1(b)(iv), Section
1.10 and Section 1.11.


                                       3
<PAGE>

                  (c) At the Effective Time, by virtue of the Merger and without
any further action on the part of Purchaser, Reckson or the Reckson Common
Shareholders, each share of common stock of Purchaser issued and outstanding
immediately prior to the Effective Time shall automatically be converted into
and be exchanged for one newly and validly issued, fully paid and nonassessable
share of common stock of the Surviving Company.

                  (d) If prior to the Effective Time, Reckson should split,
combine or otherwise reclassify the Reckson Common Shares, or make a
distribution in Reckson Common Shares, or otherwise change the Reckson Common
Shares into any other securities, or make or pay any other dividend or
distribution (other than the dividends expressly permitted pursuant to Section
4.1(b) and other than pursuant to Section 1.10 or Section 1.11) in respect of
the Reckson Common Shares, then (without limiting any other rights of Parent or
Purchaser hereunder), the Merger Consideration shall be ratably adjusted. If
prior to the Effective Time Parent should split, combine or otherwise reclassify
the Parent Common Stock, or make a distribution in Parent Common Stock, or
otherwise change the Parent Common Stock into other securities, or make or pay
any other dividend or distribution (other than dividends expressly permitted
pursuant to Section 4.2(b)), the Exchange Ratio shall be ratably adjusted. In
the event that either Reckson or Parent shall declare or pay any dividend or
distribution, other than the regular quarterly cash dividends otherwise
permitted hereunder and other than pursuant to Section 1.10 or Section 1.11,
including for the purpose of maintaining its status as a REIT or of eliminating
any U.S. federal income or excise Taxes otherwise payable, the Cash
Consideration shall be adjusted as described below. In the event of such a
dividend or distribution by Reckson, the Cash Consideration per share shall be
reduced by the per share amount of such dividend or distribution. In the event
of such a dividend or distribution by Parent, the Cash Consideration per share
shall be increased by the product of the Exchange Ratio and the amount of such
dividend or distribution.

         Section 1.5. Partnership Merger Consideration. (a) Immediately prior to
the Partnership Merger Effective Time, each outstanding LTIP OP Unit shall vest
in full.

                  (b) At the Partnership Merger Effective Time, by virtue of the
Partnership Merger and without any further action on the part of Wyoming
Acquisition GP, Wyoming Acquisition LP, Reckson, the Operating Partnership or
the Operating Partnership Unitholders, each Common LP Unit issued and
outstanding immediately prior to the Partnership Merger Effective Time
(including each Common LP Unit owned by Reckson) and each LTIP OP Unit
(including those units vested pursuant to Section 1.5(a)) automatically shall be
converted into the right to receive the applicable amount of Merger
Consideration (the "PARTNERSHIP MERGER CONSIDERATION"), in respect of the number
of Reckson Common Shares issuable upon exchange of each such Common LP Unit and
LTIP OP Unit in accordance with the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (the "OPERATING PARTNERSHIP AGREEMENT")
as if such Common LP Units and LTIP OP Units were converted or exchanged for an
equal number of Reckson Common Shares immediately prior to the Partnership
Merger Effective Time, in each case, together with the amounts payable in
respect of fractional shares in accordance with Section 2.1(l) and dividends and
distributions in accordance with Section 2.1(c)(iv), Section 1.10 and Section
1.11.


                                       4
<PAGE>

                  (c) At the Partnership Merger Effective Time, by virtue of the
Partnership Merger and without any further action on the part of Wyoming
Acquisition GP, Wyoming Acquisition LP, Reckson, the Operating Partnership or
the Operating Partnership Unitholders, each Preferred LP Unit issued and
outstanding immediately prior to the Partnership Merger Effective Time shall
remain outstanding in accordance with its terms. In the event that immediately
prior to the Effective Time, there are no Preferred LP Units issued and
outstanding, the parties shall cooperate to issue a new class of preferred
limited partnership interests in the Operating Partnership to Parent or its
designee on mutually acceptable terms immediately prior to the Effective Time in
order to maintain the status of the Operating Partnership as a partnership under
applicable Delaware law.

                  (d) At the Partnership Merger Effective Time, by virtue of the
Partnership Merger and without any further action on the part of Wyoming
Acquisition GP, Wyoming Acquisition LP, Reckson, the Operating Partnership or
the Operating Partnership Unitholders, the general partnership interest of the
Operating Partnership shall remain outstanding and constitute the only
outstanding general partnership interest in the Surviving Partnership.

         Section 1.6. Organizational Documents. (a) At the Effective Time, (i)
the charter of the Surviving Company shall be amended in its entirety to read as
the charter of Purchaser, as in effect immediately before the Effective Time,
except that at the Effective Time, Article I thereof shall be amended to read as
follows: "The name of the Corporation is Reckson Associates Realty Corp." and
(ii) the bylaws of the Surviving Company shall be amended in their entirety to
read as the bylaws of Purchaser, as in effect immediately before the Effective
Time. Such charter and bylaws shall not be inconsistent with Section 5.9. (b)
Following the Partnership Merger Effective Time, the certificate of limited
partnership of the Operating Partnership shall continue to be the certificate of
limited partnership of the Surviving Partnership until further amended in
accordance with DRULPA.

         Section 1.7. Directors and Officers of the Surviving Company. The
directors of Purchaser immediately prior to the Effective Time shall be elected
as the initial directors of the Surviving Company, each to hold office in
accordance with the charter and bylaws of the Surviving Company. The officers of
Purchaser immediately prior to the Effective Time shall be elected as the
initial officers of the Surviving Company, each to hold office in accordance
with the charter and bylaws of the Surviving Company.


                                       5
<PAGE>

         Section 1.8. Reckson Common Share Options, Restricted Stock Awards and
Restricted Stock Unit Awards. (a) At least 30 days prior to the Effective Time,
Reckson shall permit the holders of the then-outstanding options granted under
the Reckson Amended and Restated 1995 Stock Option Plan, the Reckson 1996
Employee Stock Option Plan, the Reckson Amended and Restated 1997 Stock Option
Plan, the Reckson 1998 Stock Option Plan, the Reckson Amended and Restated 2002
Stock Option Plan and the Reckson 2005 Stock Option Plan (collectively, the
"RECKSON OPTION PLANS"), whether or not such options are then vested or
exercisable, to exercise such options to the extent determined by the holders.
At the Effective Time, each outstanding option under the Reckson Plans
(collectively, the "RECKSON OPTIONS"), whether or not then vested or
exercisable, shall be cancelled and of no further force and effect and the
holder of any such Reckson Option shall be paid or receive promptly following
the Closing Date, in the combination of cash and Parent Common Stock
contemplated by the Merger Consideration (without any reduction pursuant to
Section 1.10 or Section 1.11), an amount equal to the product of (i) the number
of Reckson Common Shares such holder could have purchased under such Reckson
Option (assuming full vesting) had such holder exercised such Reckson Option in
full immediately prior to the Effective Time and (ii) the excess, if any, of the
Merger Consideration (without any reduction pursuant to Section 1.10 or Section
1.11) over the exercise price per share or unit of such Reckson Option, less any
applicable withholding Tax (as defined herein); provided, that the aggregate
exercise price of a holder's Reckson Options and any applicable withholding Tax
payable in connection with the payment and cancellation of such Reckson Options
(the "OPTION COST") shall first be applied to reduce the Cash Consideration
component of the Merger Consideration otherwise payable to such holder and, to
the extent the holder's Option Cost exceeds the aggregate Cash Consideration
component of the Merger Consideration otherwise payable to such holder, the
excess of the Option Cost over the aggregate Cash Consideration payable to such
holder shall be applied to reduce the Stock Consideration component of the
Merger Consideration otherwise payable to such holder based on the weighted
average of the per share closing prices of Parent Common Stock on the New York
Stock Exchange Composite Transaction Reporting System during the ten consecutive
trading days ending two days prior to the Effective Time.

                  (b) In connection with the Merger, effective immediately prior
to the Effective Time, any restrictions with respect to outstanding restricted
Reckson Common Shares (and any accrued dividends thereon) awarded under the
Reckson Option Plans shall terminate or lapse. Effective as of the Effective
Time, such Reckson Common Shares and any accrued stock dividends thereon shall
be automatically converted into the right to receive the Merger Consideration on
the terms and conditions set forth in Section 1.4(b), including any amounts
payable pursuant to Section 1.10 or Section 1.11. The Company will pay all cash
dividends accrued on such Reckson Common Shares to the holders thereof at the
Effective Time.

                  (c) At the Effective Time, each restricted stock unit or other
similar equity based award (other than Reckson Options), and any accrued
dividends thereon, issued under the Reckson Option Plans (collectively, the
"RECKSON RSUS"), whether vested or unvested, which is outstanding immediately
prior to the Effective Time shall cease to represent a right or award with
respect to Reckson Common Shares and shall be cancelled and of no further force
and effect and the holder of any such Reckson RSU shall be paid on the Closing
Date an aggregate amount of cash and Parent Common Stock as the holder would
have been entitled to receive had such Reckson RSU (and any accrued stock
dividends thereon) been vested in full and had been settled in full immediately
before the Effective Time, including any distributions payable pursuant to
Section 1.10 and Section 1.11, to the maximum extent then permitted under the
terms thereof. The Company will pay all cash dividends accrued on such Reckson
RSUs to the holders thereof at the Effective Time.


                                       6
<PAGE>

                  (d) Prior to the Closing Date, Reckson and each of its
Subsidiaries shall take all actions necessary to facilitate the implementation
of the provisions contained in this Section 1.8. Reckson covenants and agrees
that it shall cause the Reckson Option Plans to terminate as of the Effective
Time and all awards issued under such Reckson Option Plans shall be terminated
and the provisions of any other plan, program, arrangement or agreement
providing for the issuance or grant of any other interest in respect of equity
interests of Reckson or any of its Subsidiaries shall be of no further force and
effect and shall be deemed to be terminated as of the Effective Time and no
holder of an Reckson Option, Reckson RSU or any participation in any Reckson
Option Plans shall have any right thereunder to (i) acquire any securities of
Reckson, the Surviving Company or any Subsidiary thereof or (ii) receive any
payment or benefit with respect to any award previously granted under the
Reckson Option Plans except as provided in this Section 1.8.

         Section 1.9. Termination of DRIP. Reckson shall terminate Reckson's
Dividend Reinvestment and Share Purchase Plan (the "DRIP"), effective prior to
the Effective Time, and ensure that no purchase or other rights under the DRIP
enable the holder of such rights to acquire any interest in the Surviving
Company, Parent or any Parent Subsidiary, including Wyoming Acquisition LP, as a
result of such purchase or the exercise of such rights at or after the Effective
Time.

         Section 1.10. Direct Purchase of Assets. Notwithstanding anything in
this Agreement to the contrary, the Purchaser Parties may elect to purchase one
or more of the Reckson Properties (the "DESIGNATED PROPERTIES") immediately
prior to, and conditioned upon, the Effective Time at a purchase price to be
determined by the Purchaser Parties either (A) for Parent Common Stock (a "Stock
Acquisition") or (B) for cash pursuant to one or more separate agreements of
sale of such Designated Properties that provide that the Purchaser Parties have
the right to execute and assign to an exchange facilitator, qualified
intermediary, exchange accommodation titleholder or similar entity their
interest therein to facilitate a like-kind exchange of the Designated Properties
in a transaction or transactions which are intended to qualify for treatment by
the Purchaser Parties as a tax-deferred like-kind exchange pursuant to the
provisions of Section 1031 of the Code (a "1031 EXCHANGE"); provided, however,
that (i) the aggregate of the cash purchase price for the Designated Properties
pursuant to this Section 1.10 and the cash proceeds from the sale of the Deeded
Properties (defined below) pursuant to Section 1.11 shall not exceed the
aggregate of the Cash Consideration and the cash portion of the Partnership
Merger Consideration, and (ii) the aggregate of the purchase price for the
Designated Properties paid in Parent Common Stock pursuant to this Section 1.10
shall not exceed the aggregate of the Stock Consideration and the stock portion
of the Partnership Merger Consideration. If the Purchaser Parties elect to
acquire one or more Designated Properties prior to the Effective Time, Reckson
and the applicable Reckson Subsidiary shall reasonably cooperate in effectuating
the Stock Acquisition or 1031 Exchange of the Designated Properties and in
implementing any such assignment and/or execution of any documentation, and
Reckson or the applicable Reckson Subsidiary shall sell the Designated
Properties directly to the Purchaser Parties (or their assignees) immediately
prior to, and conditioned upon, the Effective Time; provided, however, that
Reckson's and the applicable Reckson Subsidiary's obligation to take any actions
required by this Section 1.10 shall be subject to the condition that all
conditions to the Closing have been satisfied or waived (other than those
conditions which may only be satisfied or waived at the Effective Time, but
subject to the satisfaction or waiver of such conditions) and Parent irrevocably
commits in writing to consummate the Closing on the date such actions are
required; provided, further, that in no event shall Reckson or any Reckson
Subsidiary be obligated to take any action pursuant to this Section 1.10 in
violation of Law, that would cause a breach of any indenture or other contract
or agreement, or that could reasonably be expected to cause Reckson to fail to
qualify as a REIT. Parent shall notify Reckson of any such transfer and identify
the related Designated Properties and transferee no later than five Business
Days prior to the Effective Time. Any cash or Parent Common Stock received in
connection with the sale of the Designated Properties shall be distributed by
the Operating Partnership to its partners and by Reckson to its stockholders
immediately prior to, and conditioned upon, the Effective Time. If any
Designated Properties are acquired by the Purchaser Parties (or their assignees)
for cash, on the one hand, or for Parent Common Stock, on the other hand, then
the Cash Consideration and the cash portion of the Partnership Merger
Consideration or the Stock Consideration and the stock portion of the
Partnership Merger Consideration, as applicable, will be reduced ratably by the
aggregate amount distributed by the Operating Partnership to its partners per
unit and by Reckson to its stockholders per share in respect of such Designated
Properties. Parent will prepare at its expense all documents and other
instruments referred to in this Section 1.10, and Parent will pay all transfer
Taxes, recording fees and other costs in connection with any transfer of
Designated Properties. Parent agrees to indemnify and hold harmless Reckson and
its Subsidiaries and their respective directors, officers, partners, members,
employees, agents, and representatives from and against any and all Liabilities,
losses, damages, claims, costs, expenses, interest, awards, judgments, penalties
and Taxes arising or resulting from, or suffered or incurred by any of them, in
connection with any actions taken in connection with this Section 1.10 (which
indemnification shall survive the Closing). Reckson shall be entitled to enforce
the provisions of the foregoing sentence on behalf of each Person referred to
therein that is not a party to this Agreement. Notwithstanding anything herein
to the contrary, there shall be no reduction in the Merger Consideration or
Partnership Merger Consideration to be paid to holders of any Reckson RSU,
Reckson Option, restricted Reckson Common Share or LTIP OP Unit by virtue of
this Section 1.10, except to the extent such holder actually receives a
distribution pursuant to this Section 1.10. The right of Parent to utilize
shares of Parent Common Stock pursuant to this Section 1.10 shall be subject to
the ability of Parent to register such shares on the Form S-4 Registration
Statement.


                                       7
<PAGE>

         Section 1.11. Transfer of Reckson Properties. Notwithstanding anything
in this Agreement to the contrary, Reckson shall, or shall cause the applicable
Reckson Subsidiary to, transfer (each a "TRANSFER"), immediately prior to, and
conditioned upon, the Effective Time, by deed or by transfer of ownership
interests in an entity that directly or indirectly owns one or more of the
Reckson Properties (the "DEEDED PROPERTIES") as directed by Parent; provided,
however, that Reckson's and the applicable Reckson Subsidiary's obligation to
take any actions required by this Section 1.11 shall be subject to the condition
that all conditions to the Closing have been satisfied or waived (other than
those conditions which may only be satisfied or waived at the Effective Time,
but subject to the satisfaction or waiver of such conditions) and Parent
irrevocably commits in writing to consummate the Closing on the date such
actions are required; provided, further, that in no event shall Reckson or any
Reckson Subsidiary be obligated to take any action pursuant to this Section 1.11
in violation of Law, that would cause a breach of any indenture or other
contract or agreement, or that could reasonably be expected to cause Reckson to
fail to qualify as a REIT. Parent shall notify Reckson of any such transfer and
identify the related Deeded Property and transferee no later than five Business
Days prior to the Effective Time. Parent may direct the transferee of such
Deeded Property to deliver a portion of the Cash Consideration, provided,
however, that Parent shall be liable for any failure of the transferee to
deliver such Cash Consideration. Any cash proceeds received in connection with
the sale of the Deeded Properties shall be distributed by the Operating
Partnership to its partners and by Reckson to its stockholders immediately prior
to, and conditioned upon, the Effective Time. If any Deeded Properties are
purchased for cash, the aggregate of the cash proceeds from the sale of the
Deeded Properties pursuant to this Section 1.11 and the cash purchase price for
the Designated Properties pursuant to Section 1.10 shall not exceed the
aggregate of the Cash Consideration and the cash portion of the Partnership
Merger Consideration, and the Cash Consideration and the cash portion of the
Partnership Merger Consideration will be reduced ratably by the aggregate amount
distributed by the Operating Partnership to its partners per unit and by Reckson
to its stockholders per share in respect of such Designated Properties. Any
transfer Taxes, recording fees and other costs incurred by Reckson or the
relevant Reckson Subsidiary in connection with such transfer of a Deeded
Property shall be the responsibility of Parent. Parent agrees to indemnify and
hold harmless Reckson and its Subsidiaries and their respective directors,
officers, partners, members, employees, agents, and representatives from and
against any and all Liabilities, losses, damages, claims, costs, expenses,
interest, awards, judgments, penalties and Taxes arising or resulting from, or
suffered or incurred by any of them, in connection with any actions taken in
connection with this Section 1.11 (which indemnification shall survive the
Closing). Reckson shall be entitled to enforce the provisions of the foregoing
sentence on behalf of each Person referred to therein that is not a party to
this Agreement. Notwithstanding anything herein to the contrary, there shall be
no reduction in the Merger Consideration or Partnership Merger Consideration to
be paid to holders of any Reckson RSU, Reckson Option, restricted Reckson Common
Share or LTIP OP Unit by virtue of this Section 1.11, except to the extent such
holder actually receives a distribution pursuant to this Section 1.11.


                                       8
<PAGE>

                                   ARTICLE II

                 EFFECTS OF THE MERGER; EXCHANGE OF CERTIFICATES

         Section 2.1. Payment for Securities.

                  (a) Exchange Agent. At or before the Effective Time, Parent
shall appoint a bank or trust company reasonably satisfactory to Reckson to act
as exchange agent (the "EXCHANGE AGENT") for the payment and delivery of the
Merger Consideration, the Partnership Merger Consideration and amounts in
respect of LTIP OP Units, Reckson Options and Reckson RSUs, and any amounts
payable pursuant to Sections 1.10, 1.11, 2.1(b)(iv), 2.1(c)(ii) or 2.1(l) (such
cash amounts and certificates representing shares of Parent Common Stock
deposited with the Exchange Agent, are collectively referred to as the "EXCHANGE
FUND"). On or before the Effective Time, Parent shall deposit or cause to be
deposited, certificates representing the shares of Parent Common Stock
sufficient to pay the Stock Consideration and cash in immediately available
funds in an amount sufficient to pay the Cash Consideration and any amounts
payable pursuant to Sections 1.10, 1.11, 2.1(b)(iv), 2.1(c)(ii) or 2.1(l) with
the Exchange Agent for the benefit of the holders of Reckson Common Shares,
Common LP Units, LTIP OP Units, Reckson Options, and Reckson RSUs. The Exchange
Agent shall make payments of the Merger Consideration, the Partnership Merger
Consideration, and amounts in respect of restricted Reckson Common Shares, LTIP
OP Units, Reckson Options, and Reckson RSUs, and any amounts payable in respect
of dividends or distributions on shares of Parent Common Stock in accordance
with Section 2.1(b)(iv) or otherwise payable pursuant to Section 1.10, 1.11,
2.1(c)(ii) or 2.1(l) out of the Exchange Fund in accordance with this Agreement.
The Exchange Fund shall not be used for any other purpose.

                                       9
<PAGE>

                  (b) Exchange Procedures. (i) As promptly as practicable
following the Effective Time (but in no event later than two (2) Business Days),
Purchaser shall cause the Exchange Agent to mail to each holder of record of a
certificate or certificates (each, a "COMMON SHARE CERTIFICATE") that
immediately prior to the Effective Time evidenced outstanding Reckson Common
Shares whose shares were converted into the right to receive the Merger
Consideration pursuant to Section 1.4(b): (A) a letter of transmittal (a "LETTER
OF TRANSMITTAL") which shall specify that delivery shall be effected and risk of
loss and title to the Common Share Certificates shall pass only upon delivery of
the Common Share Certificates to the Exchange Agent and shall be in such form
and have such other provisions as the Surviving Company may reasonably specify
and (B) instructions for use in effecting the surrender of the Common Share
Certificates in exchange for the Merger Consideration together with any amounts
payable in respect of dividends or distributions on shares of Parent Common
Stock in accordance with Sections 1.10, 1.11 and 2.1(b)(iv).

                           (ii) Upon surrender of a Common Share Certificate for
         cancellation to the Exchange Agent, together with a Letter of
         Transmittal, duly executed, and any other documents reasonably required
         by the Exchange Agent or the Surviving Company, (A) the holder of such
         Common Share Certificate shall be entitled to receive in exchange
         therefor (x) a certificate representing that number of whole shares of
         Parent Common Stock that such holder is entitled to receive pursuant to
         this Agreement (y) a check in the amount (after giving effect to any
         required Tax withholdings as provided in Section 2.1(j)) equal to the
         amount of the Cash Consideration that such holder is entitled to
         receive pursuant to this Agreement plus any cash such holder is
         entitled to receive in lieu of fractional shares of Parent Common Stock
         that such holder has the right to receive pursuant to the provisions of
         Section 1.4(b) and Section 2.1(l) and (z) any amounts that such holder
         has the right to receive in respect of dividends or distributions on
         shares of Parent Common Stock in accordance with Sections 1.10, 1.11
         and 2.1(b)(iv); and (B) the Common Share Certificate so surrendered
         shall forthwith be canceled. Until surrendered as contemplated by this
         Section 2.1, each such Common Share Certificate shall be deemed at any
         time after the Effective Time to represent only the right to receive
         upon such surrender the Merger Consideration.


                                       10
<PAGE>

                           (iii) In the event of a transfer of ownership of
         Reckson Common Shares that is not registered in the transfer records of
         Reckson, the Merger Consideration shall be paid to a transferee if (A)
         the Common Share Certificate evidencing such Reckson Common Shares is
         presented to the Exchange Agent properly endorsed or accompanied by
         appropriate stock powers and otherwise in proper form for transfer and
         accompanied by all documents reasonably required by the Exchange Agent
         to evidence and effect such transfer and (B) such transferee shall pay
         any transfer or other Taxes required by reason of the payment to a
         Person other than the registered holder of the Common Share Certificate
         or establish to the satisfaction of the Exchange Agent and the
         Surviving Company that such Tax has been paid or is not applicable.

                           (iv) No dividends or other distributions with respect
         to Parent Common Stock with a record date after the Effective Time
         shall be paid to the holder of any unsurrendered Common Share
         Certificate with respect to the shares of Parent Common Stock issuable
         hereunder and all such dividends and other distributions shall be paid
         by Parent to the Exchange Agent and shall be included in the Exchange
         Fund, in each case until the surrender of such Certificate in
         accordance with this Agreement. Following surrender of any such Common
         Share Certificate there shall be paid to the holder of the certificate
         in addition to the other amounts payable hereunder (i) promptly after
         the time of such surrender, the amount of dividends or other
         distributions with a record date after the Effective Time theretofore
         paid with respect to such whole shares of Parent Common Stock to which
         such holder is entitled pursuant to this Agreement and (ii) at the
         appropriate payment date, the amount of dividends or other
         distributions with a record date after the Effective Time but prior to
         such surrender and with a payment date subsequent to such surrender
         payable with respect to such whole shares of Parent Common Stock.

                  (c) Payment with respect to LP Units.

                           (i) As promptly as practicable after the Partnership
         Merger Effective Time (but in no event later than two (2) Business
         Days), Purchaser shall cause the Exchange Agent to mail to each holder
         of Common LP Units registered on the transfer books of the Operating
         Partnership immediately prior to the Partnership Merger Effective Time
         (A) a letter of transmittal (a "UNITHOLDER LETTER OF TRANSMITTAL")
         which shall certify to Purchaser and to the Exchange Agent the number
         of LP Units held by such holder and shall be in such form and have such
         other provisions as the Surviving Company may reasonably specify and
         (B) instructions for use in effecting the delivery of the Unitholder
         Letter of Transmittal in order to receive the Partnership Merger
         Consideration together with any amounts payable in respect of dividends
         or distributions on shares of Parent Common Stock in accordance with
         Section 1.10, Section 1.11 and Section 2.1(c)(iv) and fractional shares
         of Parent Common Stock pursuant to Section 2.1(l).

                           (ii) Upon delivery of a Unitholder Letter of
         Transmittal, duly executed, and any other documents reasonably required
         by the Exchange Agent or the Surviving Company, the holder of the LP
         Units identified in such Unitholder Letter of Transmittal shall be
         entitled to receive in exchange therefor (x) a certificate representing
         that number of whole shares of Parent Common Stock that such holder is
         entitled to receive pursuant to this Agreement, (y) a check in the
         amount (after giving effect to any required Tax withholdings as
         provided in Section 2.1(j)) equal to the amount of the Cash
         Consideration that such holder is entitled to receive pursuant to this
         Agreement plus any cash such holder is entitled to receive in lieu of
         fractional shares of Parent Common Stock that such holder has the right
         to receive pursuant to the provisions of Section 1.5(b) and Section
         2.1(l) and (z) any amounts that such holder has the right to receive in
         respect of dividends or distributions on shares of Parent Common Stock
         in accordance with Section 1.10, Section 1.11 and Section 2.1(c)(iv).


                                       11
<PAGE>

                           (iii) In the event of a transfer of ownership of LP
         Units which is not registered in the transfer records of the Operating
         Partnership, the Partnership Merger Consideration shall be paid to a
         transferee if (A) such transferee delivers a Unitholder Letter of
         Transmittal in accordance with Section 2.1(c)(i) and (B) such
         transferee shall pay any transfer or other Taxes required by reason of
         the payment to a Person (as defined herein) other than the registered
         holder of the LP Unit or establish to the satisfaction of the Exchange
         Agent and the Surviving Partnership that such Tax has been paid or is
         not applicable.

                           (iv) No dividends or other distributions with respect
         to Parent Common Stock with a record date after the Effective Time
         shall be paid to the holder of any LP Units with respect to the shares
         of Parent Common Stock issuable hereunder and all such dividends and
         other distributions shall be paid by Parent to the Exchange Agent and
         shall be included in the Exchange Fund, in each case until the
         surrender of such LP Units in accordance with this Agreement. Following
         surrender of any such LP Units there shall be paid to the holder of
         thereof in addition to the other amounts payable hereunder (i) promptly
         after the time of such surrender, the amount of dividends or other
         distributions with a record date after the Effective Time theretofore
         paid with respect to such whole shares of Parent Common Stock to which
         such holder is entitled pursuant to this Agreement and (ii) at the
         appropriate payment date, the amount of dividends or other
         distributions with a record date after the Effective Time but prior to
         such surrender and with a payment date subsequent to such surrender
         payable with respect to such whole shares of Parent Common Stock.

                  (d) On the Closing Date, Purchaser shall cause the Exchange
Agent to deliver and pay to each holder of vested LTIP OP Units the applicable
Merger Consideration (without reduction for amounts paid to stockholders or
partners of the Operating Partnership pursuant to Section 1.10 and Section 1.11,
unless such amount has been paid to holders of LTIP OP Units) in respect of the
number of Reckson Common Shares issuable upon exchange or conversion of each
such vested LTIP OP Unit in accordance with Section 1.5(b).

                  (e) Tax Characterizations. The parties intend that, for U.S.
federal and state income Tax purposes, the Merger shall be treated as a taxable
sale by Reckson of all of Reckson's assets to Purchaser in exchange for the
Merger Consideration and the assumption of Reckson's Liabilities, followed by a
liquidating distribution of such Merger Consideration to the holders of Reckson
Common Shares pursuant to Section 331 and Section 562 of the Code. This
Agreement shall constitute a "plan of liquidation" of Reckson for U.S. federal
income Tax purposes. The parties intend that, for U.S. federal and state income
Tax purposes, the Partnership Merger shall be treated as a taxable sale of
interests in the Operating Partnership to the extent such interests are
exchanged for cash and as a recapitalization of any remaining interests in the
Operating Partnership.


                                       12
<PAGE>

                  (f) No Further Ownership Rights.

                           (i) The Merger Consideration and amounts payable
         pursuant to Section 1.10 and Section 1.11 paid upon the surrender or
         exchange of the Common Share Certificates evidencing Reckson Common
         Shares in accordance with the terms hereof shall be deemed to have been
         paid in full satisfaction of all rights pertaining to such Reckson
         Common Shares and, after the Effective Time, there shall be no further
         registration of transfers on the transfer books of the Surviving
         Company of the Reckson Common Shares. If, after the Effective Time,
         Common Share Certificates are presented to the Surviving Company, for
         any reason, they shall be canceled and exchanged as provided in this
         Article II.

                           (ii) The Partnership Merger Consideration and amounts
         payable pursuant to Section 1.10 and Section 1.11 paid with respect to
         the Common LP Units in accordance with the terms hereof shall be deemed
         to have been paid in full satisfaction of all rights pertaining to such
         LP Units and, after the Partnership Merger Effective Time, there shall
         be no further registration of transfers on the transfer books of the
         Surviving Partnership of the LP Units.

                  (g) Termination of Exchange Fund. Any portion of the Exchange
Fund (including any interest and other income received with respect thereto)
that remains undistributed to the former holders of Reckson Common Shares or
Common LP Units on the first anniversary of the Effective Time shall be
delivered to Purchaser, as applicable, upon demand, and any former holders of
Reckson Common Shares or Common LP Units who have not theretofore received any
Merger Consideration or Partnership Merger Consideration, as applicable, to
which they are entitled under this Article II, shall thereafter look only to the
Surviving Company or the Surviving Partnership, as applicable, for payment of
their claims with respect thereto.

                  (h) Escheat. None of the Purchaser Parties, the Surviving
Company or the Surviving Partnership shall be liable to any holder of Reckson
Common Shares or LP Units for any part of the Merger Consideration or
Partnership Merger Consideration, as applicable, delivered to a public official
pursuant to any applicable abandoned property, escheat or similar Law. Any
amounts remaining unclaimed by holders of any such shares immediately prior to
the time at which such amounts would otherwise escheat to, or become property
of, any federal, state or local government or any court, regulatory or
administrative agency or commission, governmental arbitrator or other
governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL
ENTITY"), shall, to the extent permitted by applicable Law, become the property
of the Surviving Company or the Surviving Partnership, as a applicable, free and
clear of any claims or interest of any such holders or their successors, assigns
or personal representatives previously entitled thereto.


                                       13
<PAGE>

                  (i) Lost, Stolen or Destroyed Certificates. If any Common
Share Certificate shall have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the Person claiming such Common Share Certificate
to be lost, stolen or destroyed and, if required by Purchaser or the Surviving
Company, the posting by such Person of a bond in such reasonable amount as
Purchaser or the Surviving Company may direct as indemnity against any claim
that may be made against it with respect to such Common Share Certificate, the
Exchange Agent shall pay in exchange for such lost, stolen or destroyed Common
Share Certificate the appropriate amount of the Merger Consideration.

                  (j) Withholding of Tax. Purchaser, the Surviving Company, the
Surviving Partnership or the Exchange Agent shall be entitled to deduct and
withhold from the Merger Consideration or the Partnership Merger Consideration
otherwise payable pursuant to this Agreement to any holder of Reckson Common
Shares or Common LP Units such amount as Purchaser, the Surviving Company, the
Surviving Partnership, or the Exchange Agent is required to deduct and withhold
with respect to the making of such payment under the Code or any provision of
state, local or foreign Tax Law. To the extent that amounts are so deducted or
withheld and paid over to the applicable Governmental Entity, such deducted or
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the former holder of Reckson Common Shares or Common LP Units in
respect of which such deduction and withholding was made.

                  (k) No Dissenters' Rights. No dissenters' or appraisal rights
shall be available with respect to the Merger or the other transactions
contemplated hereby, so long as the provisions of Section 3-202(c)(1)(ii) of the
MGCL are applicable to the transaction.

                  (l) Fractional Shares. No certificate or scrip representing
fractional shares of Parent Common Stock shall be issued upon the surrender for
exchange of Common Share Certificates or LP Units and such fractional share
interests shall not entitle the owner thereof to vote or to any other rights of
a stockholder of Parent. Notwithstanding any other provision of this Agreement,
each holder of Reckson Common Shares or LP Units converted pursuant to the
Mergers who would otherwise have been entitled to receive a fraction of a share
of Parent Common Stock shall receive, in lieu thereof, cash, without interest,
in an amount equal to such fractional part of a share of Parent Common Stock
multiplied by the weighted average of the per share closing prices of Parent
Common Stock on the New York Stock Exchange Composite Transaction Reporting
System during the ten consecutive trading days ending two days prior to the
Effective Time.

                  (m) Additional Actions. If, at any time after the Effective
Time, Purchaser shall consider or be advised that any deeds, bills of sale,
assignments, assurances or any other documents, actions or things are necessary
or desirable to vest, perfect or confirm of record or otherwise in the Surviving
Company or the Surviving Partnership its right, title or interest in, to or
under any of the rights, properties or assets of Purchaser, Wyoming Acquisition
GP, Wyoming Acquisition LP, Reckson or the Operating Partnership, or otherwise
to carry out this Agreement, the officers of the Surviving Company and the
Surviving Partnership shall be authorized to execute and deliver, in the name
and on behalf of Purchaser, Wyoming Acquisition GP, Wyoming Acquisition LP,
Reckson or the Operating Partnership, all such deeds, bills of sale,
assignments, assurances and other documents and to take and do, in the name and
on behalf of Purchaser, Wyoming Acquisition GP, Wyoming Acquisition LP, Reckson
or the Operating Partnership, all such other actions and things as may be
necessary or desirable to vest, perfect or confirm any and all right, title and
interest in, to and under such rights, properties or assets in the Surviving
Company or the Surviving Partnership or otherwise to carry out this Agreement.


                                       14
<PAGE>

                  (n) Uncertificated Shares or Interests. Appropriate
adjustments shall be made to the provisions of this Article II in the case of
any uncertificated Reckson Common Shares or LP Units.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Section 3.1. Representations and Warranties of Reckson and the
Operating Partnership. Except as set forth in (i) any Form 10-K, Form 10-Q, Form
8-K, or proxy statement, and in each case any amendment thereto, filed by
Reckson or the Operating Partnership with the SEC on or after January 1, 2006
and prior to the date hereof (except in each case for the risk factors section
and any forward looking statements contained in the Management's Discussion &
Analysis) (the "COVERED RECKSON SEC DISCLOSURE"), or (ii) the disclosure letter,
dated the date hereof and delivered to Purchaser in connection with the
execution and delivery of this Agreement (the "RECKSON DISCLOSURE LETTER"),
Reckson and the Operating Partnership represent and warrant to the Purchaser
Parties as follows:

         (a)      Organization, Standing and Power of Reckson. Reckson is a
                  corporation duly formed, validly existing and in good standing
                  under the Laws of the State of Maryland, and has all of the
                  requisite corporate power, authority and all necessary
                  government approvals or licenses to own, lease, operate its
                  properties and to carry on its business as now being
                  conducted. Reckson is duly qualified or licensed to do
                  business and is in good standing in each jurisdiction in which
                  the nature of the business it is conducting, or the ownership,
                  operation or leasing of its properties or the management of
                  properties for others makes such qualification or licensing
                  necessary, other than in such jurisdictions where the failure
                  to be so qualified or licensed or in good standing would not,
                  individually or in the aggregate, constitute a Reckson
                  Material Adverse Effect (as defined herein). Each jurisdiction
                  in which Reckson is qualified or licensed to do business under
                  which it conducts business in any jurisdiction is identified
                  in Section 3.1(a) of the Reckson Disclosure Letter. Reckson
                  has heretofore made available to Purchaser complete and
                  correct copies of Reckson's Amended and Restated Articles of
                  Incorporation (the "RECKSON CHARTER"), and Reckson's Amended
                  and Restated Bylaws, as amended through the date hereof (the
                  "RECKSON BYLAWS"). The Reckson Charter and the Reckson Bylaws
                  each are in full force and effect.


                                       15
<PAGE>

         (b)      Reckson Subsidiaries.

                  (i) Each Reckson Subsidiary (as defined herein) is duly
         organized, validly existing and, as applicable, in good standing under
         the Laws of its jurisdiction of formation, and has all of the requisite
         corporate, partnership, limited liability company or other
         organizational power and authority and all necessary government
         approvals and licenses to own, lease and operate its properties and to
         carry on its business as now being conducted, except where the failure
         to have such approvals or licenses would not, individually or in the
         aggregate, constitute a Reckson Material Adverse Effect. Each Reckson
         Subsidiary is duly qualified or licensed to do business and is in good
         standing in each jurisdiction in which the nature of its business or
         the ownership, operation or leasing of its properties or the management
         of properties for others makes such qualification or licensing
         necessary, other than in such jurisdictions where the failure to be so
         qualified or licensed or in good standing would not, individually or in
         the aggregate, constitute a Reckson Material Adverse Effect. Section
         3.1(b)(i) of the Reckson Disclosure Letter sets forth (A) each Reckson
         Subsidiary and its respective jurisdiction of formation, and (B)
         Reckson's ownership equity interest in each Reckson Subsidiary. All
         outstanding equity interests in each Reckson Subsidiary have been duly
         authorized and are validly issued, fully paid and (except for general
         partnership interests) nonassessable, or, in the case of Reckson
         Subsidiaries other than the joint ventures listed on Section 3.1(b) of
         the Reckson Disclosure Letter (collectively, the "JOINT VENTURES'), any
         purchase options, call options, preemptive rights, rights of first
         refusal, subscriptions or any similar rights, and are owned by Reckson
         and are so owned free and clear of all pledges, claims, liens, charges,
         encumbrances and security interests of any kind or nature whatsoever
         (collectively, "LIENS"), except as would not, individually or in the
         aggregate, materially affect the ownership or operation of such
         Subsidiary by Reckson. Reckson has heretofore made available to
         Purchaser complete and correct copies of the charter, bylaws or other
         organizational documents of each of the Reckson Subsidiaries, each as
         amended to the date hereof, and each is in full force and effect.

         (c)      Capital Structure.

                  (i) Shares. (A) The authorized shares of capital stock of
         Reckson consist of an aggregate of 200,000,000 Reckson Common Shares,
         $.01 par value per share (of which 12,000,000 shares have been
         designated as Class B Exchangeable Common Stock (the "CLASS B COMMON
         STOCK"), 25,000,000 Preferred Shares, $.01 par value per share (of
         which 9,200,000 shares have been designated 7-5/8% Series A Convertible
         Cumulative Preferred Stock, the ("SERIES A CONVERTIBLE PREFERRED"),
         6,000,000 shares have been designated as Series B Convertible
         Cumulative Preferred Stock (the "SERIES B CONVERTIBLE PREFERRED") and
         100,000 shares have been designated as Series C Junior Participating
         Preferred Stock (the "SERIES C PREFERRED")) and 75,000,000 Excess
         Shares, $.01 par value per share.

                           (B) As of August 1, 2006, 83,250,919 Reckson Common
         Shares are issued and outstanding (including an aggregate of 139,000
         restricted Reckson Common Shares granted under the Reckson Option
         Plans), no shares of Class B Common Stock are issued and outstanding,
         no shares of Series A Convertible Preferred Stock are issued and
         outstanding, no shares of Series B Convertible Preferred Stock are
         issued and outstanding and no shares of Series C Preferred Stock are
         issued and outstanding.


                                       16
<PAGE>

                           (C) As of August 1, 2006, there are outstanding
         Reckson Options to purchase an aggregate of 1,232,701 Reckson Common
         Shares and Reckson RSUs that relate to an aggregate of 216,340 Reckson
         Common Shares.

                           (D) As of the date hereof, there are no issued and
         outstanding or reserved for issuance: (1) shares or other equity
         securities of Reckson; (2) restricted Reckson Common Shares or
         performance stock awards relating to the equity interests of Reckson;
         (3) securities of Reckson or any Reckson Subsidiary convertible into or
         exchangeable for stock or other equity securities of Reckson or any
         Reckson Subsidiary; and (4) subscriptions, options, warrants,
         conversion rights, stock appreciation rights, "phantom" stock, stock
         units, calls, claims, rights of first refusal, rights (including
         preemptive rights), commitments, arrangements or agreements to which
         Reckson or any Reckson Subsidiary is a party or by which it is bound in
         any case obligating Reckson or any Reckson Subsidiary to issue,
         deliver, sell, purchase, redeem or acquire, or cause to be issued,
         delivered, sold, purchased, redeemed or acquired, stock or other equity
         securities of Reckson or of any Reckson Subsidiary, or obligating
         Reckson or any Reckson Subsidiary to grant, extend or enter into any
         such subscription, option, warrant, conversion right, stock
         appreciation right, call, right, commitment, arrangement or agreement,
         except, in each case, (w) for the Preferred Share Purchase Rights
         issued pursuant to the Rights Agreement (the "COMPANY RIGHTS
         AGREEMENT"), dated as of or about October 13, 2000 between the Company
         and American Stock Transfer & Trust Company (the "RIGHTS AGENT"), (x)
         as set forth in this Section 3.1(c), (y) in connection with the 4.00%
         exchangeable senior debentures due December 15, 2005 (the "CONVERTIBLE
         SENIOR NOTES"), or (z) as may arise in connection with the rights of
         holders of the partnership units of the Operating Partnership,
         including the LP Units. All outstanding shares of Reckson are, and all
         shares reserved for issuance will be, upon issuance in accordance with
         the terms specified in the instruments or agreements pursuant to which
         they are issuable, duly authorized, validly issued, fully paid and
         nonassessable and not subject to or issued in violation of, any
         preemptive right, purchase option, call option, right of first refusal,
         subscription or any other similar right.

                           (E) All dividends or distributions on securities of
         Reckson or the Operating Partnership or any material dividends or
         distributions on any securities of any Reckson Subsidiary (other than
         the Joint Ventures and any wholly owned Reckson Subsidiaries) that have
         been declared or authorized prior to the date of this Agreement have
         been paid in full.

                  (ii) Partnership Units. (A) As of August 1, 2006, (1)
         83,250,919 units of general partner interest in the Operating
         Partnership (the "GP UNITS"), (2) 1,521,097 Class A Common Units and
         456,621 Class C Common Units and (3) 1,200 Preferred LP Units are
         validly issued and outstanding. All such partnership interests are duly
         authorized, validly issued and are not subject to preemptive rights,
         none of Reckson or the Operating Partnership is a party to any purchase
         option, call option, right of first refusal, subscription or other
         similar right with respect to any of Reckson's interests in the
         Operating Partnership, and any capital contributions required to be
         made by the holders thereof have been made.


                                       17
<PAGE>

                           (B) Reckson is the sole general partner of the
         Operating Partnership and holds 100% of the outstanding GP Units in the
         Operating Partnership. Section 3.1(c)(ii)(B) of the Reckson Disclosure
         Letter sets forth, as of the date hereof, the name of, and the number
         and class of Common LP Units and Preferred LP Units held by, each
         partner in the Operating Partnership.

                           (C) As of the date of this Agreement, (1) 362,500
         long-term incentive operating partnership units representing the right
         to receive Common LP Units in accordance with the terms set forth in
         the Supplement to the Operating Partnership Agreement Establishing the
         LTIP Units (the "2004 LTIP OP Units"), (2) 272,100 long-term incentive
         operating partnership units representing the right to receive Common LP
         Units in accordance with the terms set forth in the Supplement to the
         Operating Partnership Agreement Establishing the 2005 LTIP Units (the
         "2005 LTIP OP UNITS") and (3) 207,000 long-term incentive operating
         partnership units representing the right to receive Common LP Units in
         accordance with the terms set forth in the Supplement to the Operating
         Partnership Agreement Establishing the 2006 LTIP Units (the "2006 LTIP
         OP UNITS" and collectively with the 2004 LTIP OP Units and 2005 LTIP OP
         Units, the "LTIP OP UNITS").

                  (iii) Miscellaneous. (A) Except for this Agreement and the
         Operating Partnership Agreement, there are not any (i) shareholder
         agreements, voting trusts, proxies or other agreements or
         understandings relating to the voting of any shares of Reckson or
         partnership interests in the Operating Partnership to which Reckson or
         any Reckson Subsidiary is a party or by which it is bound or (ii)
         agreements or understandings relating to the sale or transfer
         (including agreements imposing transfer restrictions) of any shares of
         Reckson, or partnership interests in the Operating Partnership to which
         Reckson or any Reckson Subsidiary is a party or by which it is bound.

                           (B) No holder of securities in Reckson or any Reckson
         Subsidiary has any right to have the offering or sale of such
         securities registered by Reckson or any Reckson Subsidiary, as the case
         may be.

         (d)      Authority; No Violations; Consents and Approval.

                  (i) The Reckson Board of Directors has approved and declared
         advisable the Merger, the Partnership Merger and the other transactions
         contemplated by this Agreement and has directed that the Merger be
         submitted for consideration at a special meeting of the holders of
         Reckson Common Shares (the "RECKSON SHAREHOLDER MEETING"). Reckson and
         the Operating Partnership each has all requisite corporate or
         partnership power and authority to enter into this Agreement and to
         consummate the transactions contemplated hereby, subject to receipt of
         the Reckson Shareholder Approval, the Reckson Partner Approval, and the
         filing of Articles of Merger pursuant to the MGCL and the filing of the
         Partnership Certificate of Merger pursuant to the DRULPA. The execution
         and delivery of this Agreement and the consummation of the transactions
         contemplated hereby have been duly authorized by all necessary
         corporate, or other organizational action on the part of Reckson and
         each applicable Reckson Subsidiary, subject, solely with respect to the
         consummation of the Merger, to receipt of the Reckson Shareholder
         Approval and with respect to the consummation of the Partnership
         Merger, the Reckson Partner Approval. This Agreement has been duly
         executed and delivered by Reckson and the Operating Partnership, and
         subject, solely with respect to the consummation of the Mergers, to
         receipt of the Reckson Shareholder Approval and the Reckson Partner
         Approval, and assuming due execution and delivery by each of the
         Purchaser Parties, constitutes legal, valid and binding obligations of
         Reckson and the Operating Partnership, enforceable against Reckson and
         the Operating Partnership in accordance with its terms, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other Laws of general applicability
         relating to or affecting creditors' rights and by general principles of
         equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).


                                       18
<PAGE>

                  (ii) Subject to receipt of the Reckson Shareholder Approval
         and the Reckson Partner Approval, the execution and delivery of this
         Agreement by Reckson and the Operating Partnership does not, and the
         consummation of the transactions contemplated hereby, and compliance
         with the provisions hereof, will not, conflict with, or result in any
         violation of, or default (with or without notice or lapse of time, or
         both) under, or give rise to a right of termination, cancellation or
         acceleration of any material obligation under, require the consent or
         approval of any third party under, any provision of (A) the Reckson
         Charter or the Reckson Bylaws or any provision of the comparable
         charter or organizational documents of any of the Reckson Subsidiaries,
         (B) any loan or credit agreement or note, or any bond, mortgage,
         indenture, joint venture, lease, contract or other agreement,
         instrument, permit, concession, franchise or license applicable to
         Reckson or any of the Reckson Subsidiaries, or to which their
         respective properties or assets are bound or any guarantee (except, in
         each case, for the Triggered Loans (as defined herein) and except as
         may arise in connection with the Purchaser Parties' financing of the
         transactions contemplated by this Agreement) by Reckson or any of the
         Reckson Subsidiaries of any of the foregoing, or (C) assuming the
         consents, approvals, authorizations or permits and filings or
         notifications referred to in Section 3.1(d)(iii) are duly and timely
         obtained or made and the Reckson Shareholder Approval and Reckson
         Partner Approval have been obtained, any Law or Order (as defined
         herein) applicable to or binding upon Reckson or any of the Reckson
         Subsidiaries, or any of their respective properties or assets, other
         than as may arise in connection with the Purchaser Parties' financing
         of the transactions contemplated by this Agreement, except in the case
         of clauses (B) and (C), any of the foregoing that, individually or in
         the aggregate, would not constitute a Reckson Material Adverse Effect.
         For the purposes of this Agreement, the term "TRIGGERED LOANS" means
         the loans identified as "Triggered Loans" in Section 3.1(d)(ii) of the
         Reckson Disclosure Letter.

                  (iii) No consent, approval, Order or authorization of, or
         registration, declaration or filing with, notice to or permit from, any
         Governmental Entity, is required by or on behalf of Reckson or any of
         the Reckson Subsidiaries in connection with the execution and delivery
         of this Agreement by Reckson or the Operating Partnership or the
         consummation by Reckson or the Operating Partnership of the
         transactions contemplated hereby, except for: (A) the filing with the
         Securities and Exchange Commission (the "SEC") of (1) (a) a proxy or
         information statement in preliminary and definitive form (the "PROXY
         STATEMENT") relating to the Reckson Shareholder Meeting held in
         connection with the Merger, or (b) other documents otherwise required
         in connection with the transactions contemplated hereby and (2) such
         reports under Section 13(a) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT"), and such other compliance with the
         Exchange Act and the rules and regulations thereunder, as may be
         required in connection with this Agreement and the transactions
         contemplated thereby; (B) the filing of the Articles of Merger and the
         acceptance for record of the Articles of Merger pursuant to the MGCL;
         (C) the filing of the Partnership Certificate of Merger and the
         acceptance for record of the Partnership Certificate of Merger pursuant
         to the DRULPA; (D) such filings and approvals as may be required by any
         applicable state securities or "blue sky" Laws; (E) such filings as may
         be required in connection with state or local transfer Taxes; (F)
         compliance with the rules and regulations of the New York Stock
         Exchange; and (G) any such other consent, approval, Order,
         authorization, registration, declaration, filing or permit that the
         failure to obtain or make, individually or in the aggregate, would not
         constitute a Reckson Material Adverse Effect.


                                       19
<PAGE>

         (e)      SEC Documents; Financial Statements. Reckson has made
                  available to Purchaser (by public filing with the SEC or
                  otherwise) a true and complete copy of each report, schedule,
                  registration statement, other statement (including proxy
                  statements) and information filed by Reckson with the SEC
                  since January 1, 2003 (the "RECKSON SEC DOCUMENTS"), which are
                  all the documents (other than preliminary material) that
                  Reckson was required to file with the SEC since January 1,
                  2003 pursuant to the federal securities laws and the SEC rules
                  and regulations thereunder. As of their respective dates, the
                  Reckson SEC Documents complied in all material respects with
                  the requirements of the Securities Act of 1933, as amended
                  (the "SECURITIES ACT"), the Sarbanes-Oxley Act of 2002 and the
                  Exchange Act, as applicable, and the rules and regulations of
                  the SEC thereunder applicable to such Reckson SEC Documents,
                  in each case, as in effect at such time, and none of the
                  Reckson SEC Documents contained any untrue statement of a
                  material fact or omitted to state a material fact required to
                  be stated therein or necessary to make the statements therein,
                  in light of the circumstances under which they were made, not
                  misleading, except to the extent such statements have been
                  modified or superseded by later Reckson SEC Documents filed
                  and publicly available prior to the date of this Agreement. No
                  Reckson Subsidiary other than the Operating Partnership is
                  required (by contract or by applicable Law) to make periodic
                  filings with the SEC. The consolidated financial statements of
                  Reckson (including the notes thereto) included or incorporated
                  by reference in the Reckson SEC Documents (including the
                  audited consolidated balance sheet of Reckson as at December
                  31, 2005 (the "BALANCE SHEET") and the unaudited consolidated
                  statements of income for the three months ended March 31,
                  2006) complied as to form in all material respects with the
                  applicable accounting requirements and the published rules and
                  regulations of the SEC with respect thereto, were prepared in
                  accordance with generally accepted accounting principles
                  ("GAAP") applied on a consistent basis during the periods
                  involved (except as may be indicated in the notes thereto, or,
                  in the case of the unaudited statements, as permitted by Rule
                  10-01 of Regulation S-X of the SEC) and fairly present, in
                  accordance with applicable requirements of GAAP and the
                  applicable rules and regulations of the SEC (subject, in the
                  case of the unaudited statements, to normal, recurring
                  adjustments, none of which are material), in each case, as in
                  effect at such time, the assets, liabilities and the
                  consolidated financial position of Reckson and the Reckson
                  Subsidiaries, taken as a whole, as of their respective dates
                  and the consolidated results of operations and cash flows of
                  Reckson and the Reckson Subsidiaries taken as a whole, for the
                  periods presented therein. Since the enactment of the
                  Sarbanes-Oxley Act of 2002, each of Reckson and the Operating
                  Partnership has been and is in compliance in all material
                  respects with the applicable provisions thereof and the rules
                  and regulations promulgated thereunder.


                                       20
<PAGE>

         (f)      Absence of Certain Changes or Events.

                  (i) Since the date of the Balance Sheet, each of Reckson and
         the Reckson Subsidiaries have conducted their business only in the
         ordinary course consistent with past practice and there has not been:
         (i) a Reckson Material Adverse Effect; (ii) any declaration, setting
         aside for payment or payment of any dividend or other distribution
         (whether in cash, stock or property) with respect to any of the Reckson
         Common Shares or any LP Units (other than regular quarterly cash
         dividends of $0.4246 per Reckson Common Share and cash dividends after
         the date of this Agreement expressly permitted by Section 4.1 or
         applicable distributions payable to holders of LP Units, GP Units and
         Reckson RSUs) ; (iii) any amendment of any material term of any
         outstanding security of Reckson or any Reckson Subsidiary; (iv) any
         repurchase, redemption or other acquisition by Reckson or any Reckson
         Subsidiary of any outstanding shares, stock or other securities of, or
         other ownership interests in, Reckson or any Reckson Subsidiary (except
         (x) in connection with Reckson Employee Benefit Plans, (y) pursuant to
         the terms of any LP Units, or (z) in connection with the use of Reckson
         Common Shares or Common LP Units to pay the exercise price or Tax
         withholding obligation upon the exercise of a Reckson Option or upon
         the vesting or settlement of a Reckson restricted share award, Reckson
         RSU or LTIP OP Unit); (v) any change in any method or practice of
         financial accounting by Reckson or any Reckson Subsidiary except for
         changes after the date of this Agreement expressly permitted by Section
         4.1); or (vi) any incurrence, assumption or guarantee by Reckson or any
         Reckson Subsidiary of any indebtedness for borrowed money other than
         incurrences, assumptions or guarantees that would have been permitted
         if incurred subsequent to the date of this Agreement in accordance with
         Section 4.1(b).


                                       21
<PAGE>

         (g)      No Undisclosed Material Liabilities. Except as disclosed in
                  the Reckson SEC Documents filed prior to the date hereof,
                  there are no Liabilities of Reckson or any of the Reckson
                  Subsidiaries, whether accrued, contingent, absolute or
                  determined other than: (i) Liabilities reflected in the
                  financial statements (including the notes thereto), or (ii)
                  Liabilities incurred in the ordinary course of business
                  consistent with past practice since the date of the Balance
                  Sheet and as would not, individually or in the aggregate,
                  constitute a Reckson Material Adverse Effect.

         (h)      No Default. Neither Reckson nor any of the Reckson
                  Subsidiaries is or has been in default or violation (and no
                  event has occurred which, with notice or the lapse of time or
                  both, would constitute a default or violation) of (i) any
                  material term, condition or provision of the Reckson Charter
                  or the Reckson Bylaws or the comparable charter or
                  organizational documents of any of the Reckson Subsidiaries
                  (for the avoidance of doubt, the occurrence of any event that
                  is reasonably likely to result in Reckson ceasing to be
                  qualified as a REIT shall be deemed to be material), (ii) any
                  term, condition or provision of any loan or credit agreement
                  or any note, bond, mortgage, indenture, lease or other
                  agreement, instrument, permit, concession, franchise or
                  license to which Reckson or any of the Reckson Subsidiaries is
                  now a party or by which Reckson or any of the Reckson
                  Subsidiaries or any of their respective properties or assets
                  is bound, or (iii) any Law or Order applicable to or binding
                  upon Reckson or any of the Reckson Subsidiaries or any of
                  their respective properties or assets, except, in the case of
                  clauses (i) (with respect to Reckson Subsidiaries that
                  constitute Joint Ventures), (ii) and (iii), for defaults or
                  violations that, individually or in the aggregate, have not
                  constituted, and would not constitute, a Reckson Material
                  Adverse Effect.

         (i)      Compliance with Applicable Laws. Reckson and the Reckson
                  Subsidiaries hold all permits, licenses, certificates,
                  registrations, variances, exemptions, Orders, franchises and
                  approvals of all Governmental Entities necessary or required
                  by any applicable Law or Order for the lawful conduct of their
                  respective businesses (the "RECKSON PERMITS"), except where
                  the failure so to hold, individually or in the aggregate, does
                  not constitute and would not reasonably be expected to result
                  in a Reckson Material Adverse Effect. Reckson and the Reckson
                  Subsidiaries are in compliance with the terms of the Reckson
                  Permits, except where the failure to so comply, individually
                  or in the aggregate, does not constitute and would not
                  reasonably be expected to result in a Reckson Material Adverse
                  Effect. Except as would not, individually or in the aggregate,
                  constitute and would not reasonably be expected to result in a
                  Reckson Material Adverse Effect, the businesses of Reckson and
                  the Reckson Subsidiaries are not being and have not been
                  conducted in violation of any Law or Order. No investigation
                  or review by any Governmental Entity with respect to Reckson
                  or any of the Reckson Subsidiaries is pending or, to the
                  Knowledge of Reckson, is threatened, other than those the
                  outcome of which, individually or in the aggregate, would not
                  constitute a Reckson Material Adverse Effect.


                                       22
<PAGE>

         (j)      Litigation. There is no litigation, arbitration, claim,
                  investigation, suit, action or proceeding pending or, to the
                  Knowledge of Reckson, threatened against or affecting Reckson
                  or any Reckson Subsidiary or any of their respective property
                  or assets that, individually or in the aggregate, constitutes
                  or would reasonably be expected to result in a Reckson
                  Material Adverse Effect, nor is there any such litigation,
                  arbitration, claim, investigation, suit, action or proceeding
                  or any Order outstanding against Reckson or any Reckson
                  Subsidiary or any of their respective properties or assets
                  which in any manner challenges or seeks to prevent or enjoin,
                  alter or materially delay the Merger or the Partnership
                  Merger.

         (k)      Taxes. Except as would not, individually or in the aggregate,
                  have a Reckson Material Adverse Effect:

                  (i) (A) Reckson and each Reckson Subsidiary has timely filed
         or has had timely filed on its behalf (taking into account extensions)
         all Tax Returns (as defined herein) required to be filed by it or on
         its behalf, and all such Tax Returns were, at the time filed, true,
         correct and complete; (B) Reckson and each Reckson Subsidiary has paid
         (or Reckson has paid on behalf of such Reckson Subsidiary) all Taxes
         required to be paid by it (in each case of clause (A) or (B), except
         with respect to matters for which appropriate reserves have been
         established in accordance with GAAP); (C) as of the date hereof, there
         are no audits, examinations or other proceedings relating to any Taxes
         of Reckson or any Reckson Subsidiary pending or, to the Knowledge of
         Reckson, threatened in writing; (D) all deficiencies asserted or
         assessments made with respect to Reckson or any of the Reckson
         Subsidiaries as a result of any examination by the IRS or any other
         taxing authority have been paid in full; (E) no requests for waivers of
         the time to assess any Taxes against Reckson or any Reckson Subsidiary
         have been granted and remain in effect; (F) there are no Liens for any
         material Taxes on any assets of Reckson or any Reckson Subsidiary other
         than Liens for Taxes not yet due or payable or which are being
         contested in good faith through appropriate proceedings; (G) to the
         Knowledge of Reckson, no claim has been made by a taxing authority in a
         jurisdiction in which income Tax Returns are not filed by or on behalf
         of Reckson or any Reckson Subsidiary that Reckson or any such Reckson
         Subsidiary is or may be subject to income taxation by that
         jurisdiction; and (H) all material Taxes required to be withheld in
         connection with amounts paid or owing to any employee, creditor,
         shareholder or other third party have been timely withheld and, to the
         extent required prior to the date hereof, have been paid to the
         relevant Tax authority.

                  (ii) Reckson (A) for each taxable period beginning with the
         taxable period ending December 31, 1995 through the taxable period
         ending December 31, 2005, has been subject to taxation as a real estate
         investment trust within the meaning of Section 856 of the Code (a
         "REIT") and has satisfied all requirements to qualify as a REIT for
         such periods; (B) has operated since January 1, 2006, to the date of
         this representation in a manner consistent with the requirements for
         qualification and taxation as a REIT; and (C) intends to continue to
         operate in such a manner as to qualify as a REIT for the taxable period
         ending on the Closing Date.


                                       23
<PAGE>

                  (iii) Neither Reckson nor any Reckson Subsidiary is a party to
         (A) any Tax allocation or sharing agreement other than any agreement
         solely between Reckson and any Reckson Subsidiary or (B) any Tax
         Protection Agreement.

                  (iv) Neither Reckson nor any Reckson Subsidiary has any
         liability for Taxes of any Person other than Reckson and the Reckson
         Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar
         provision of state, local or foreign Law), as a transferee or
         successor.

                  (v) Neither Reckson nor any Reckson Subsidiary has
         participated in a "listed transaction" within the meaning of Treasury
         Regulation Section 1.6011-4(b)(2).

                  (vi) Each Reckson Subsidiary that is a partnership, joint
         venture or limited liability company has since the date it became a
         Subsidiary been classified for U.S. federal income tax purposes as a
         partnership or disregarded entity, as the case may be, and not as an
         association taxable as a corporation, or as a "publicly traded
         partnership" within the meaning of Section 7704(b) of the Code.

         (l)      Benefit Plans.

                  (i) Section 3.1(l)(i) of the Reckson Disclosure Letter sets
         forth a true and complete list of each material employee benefit plan,
         program, policy, practices, or other arrangement providing benefits to
         any current or former employee, officer or director of Reckson or any
         Reckson Subsidiary or any beneficiary or dependent thereof that is
         sponsored or maintained by Reckson or any Reckson Subsidiary or to
         which Reckson or any Reckson Subsidiary contributes or is obligated to
         contribute, whether or not written, including, without limitation, any
         employee welfare benefit plan (within the meaning of Section 3(1) of
         the Employee Retirement Income Security Act of 1974, as amended
         ("ERISA")), any employee pension benefit plan (within the meaning of
         Section 3(2) of ERISA) (whether or not such plan is subject to ERISA)
         and any bonus, incentive, deferred compensation, vacation, insurance,
         stock purchase, stock option, equity or equity based plan or award,
         severance, employment, change of control or fringe benefit plan,
         program or agreement, other than any "multiemployer plan" within the
         meaning of Section 4001(a)(3) of ERISA and any other plan, program or
         arrangement maintained by an entity other than Reckson or an Reckson
         Subsidiary pursuant to the Collective Bargaining Agreements (as defined
         below) (collectively, the "RECKSON EMPLOYEE BENEFIT PLANS").


                                       24
<PAGE>

                  (ii) Each of the Reckson Employee Benefit Plans has been
         operated and administered in all material respects with applicable Law,
         including, but not limited to, ERISA, the Code and, in each case, the
         regulations thereunder; (B) each of the Reckson Employee Benefit Plans
         intended to be "qualified" (within the meaning of Section 401(a) of the
         Code) has received a favorable determination letter from the Internal
         Revenue Service, or has pending an application for such determination
         from the Internal Revenue Service with respect to those provisions for
         which the remedial amendment period under Section 401(b) of the Code
         has not expired, and Reckson is not aware of any reason why any such
         determination letter should be revoked; (C) no Reckson Employee Benefit
         Plan is subject to Title IV or Section 302 of ERISA or Section 412 or
         4971 of the Code; (D) no Reckson Employee Benefit Plan provides
         benefits, including, without limitation, death or medical benefits
         (whether or not insured), with respect to current or former employees
         or beneficiary or covered dependent of an employee or former employee
         or directors of Reckson or any Reckson Subsidiary beyond their
         retirement or other termination of service, other than (1) coverage
         mandated by applicable Law or (2) death benefits or retirement benefits
         under any "employee pension plan" (as such term is defined in Section
         3(2) of ERISA); (E) no Controlled Group Liability (as defined herein)
         has been incurred by Reckson or any Reckson Subsidiary that has not
         been satisfied in full, and no condition exists that shall result in
         Reckson or any Reckson Subsidiary of incurring any such liability that
         would be material to Reckson; (F) all contributions or other amounts
         payable by Reckson or a Reckson Subsidiary with respect to each Reckson
         Employee Benefit Plan in respect of current or prior plan years have
         been paid or accrued in accordance with GAAP; (G) neither Reckson nor a
         Reckson Subsidiary has engaged in a transaction in connection with
         which Reckson or a Reckson Subsidiary reasonably could be subject to
         either a material civil penalty assessed pursuant to Section 409 or
         502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or
         4976 of the Code; (H) there are no pending, threatened or anticipated
         claims (other than routine claims for benefits) by, on behalf of or
         against any of the Reckson Employee Benefit Plans or any trusts related
         thereto plan which could reasonably be expected to result in any
         material liability of Reckson or any Reckson Subsidiary; (I) since
         March 31, 2006, neither Reckson nor its Subsidiaries has agreed or
         otherwise committed to, whether in writing or otherwise, increase or
         improve the compensation, benefits or terms and conditions of
         employment or service of any director, officer, employee or consultant
         other than as required under an applicable Reckson Employee Benefit
         Plan or pursuant to the terms of a Collective Bargaining Agreement; (J)
         except as indicated in Section 3.1(l)(i) of the Reckson Disclosure, no
         Reckson Employee Benefit Plans exists which could result in the payment
         of material amount of money or any other property or rights, or
         accelerate or provide any other material rights or benefits, or require
         the payment of amounts or benefits that would not be deductible under
         280G of the Code, to any current or former employee, director or
         consultant of Reckson or any Subsidiary that would not have been
         required but for the transactions contemplated by this Agreement; and
         (K) each Reckson Employee Benefit Plan may be amended and terminated in
         accordance with its terms.


                                       25
<PAGE>

         (m)      Labor Matters. Section 3.1(m) of the Reckson Disclosure Letter
                  sets forth a list of each collective bargaining agreement to
                  which Reckson or an Reckson Subsidiary is a party with respect
                  to employees of Reckson and the Reckson Subsidiaries
                  (collectively, the "COLLECTIVE BARGAINING AGREEMENTS"). With
                  respect to employees of Reckson and the Reckson Subsidiaries,
                  except as would not, individually or in the aggregate, have an
                  Reckson Material Adverse Effect, (i) Reckson and each of the
                  Reckson Subsidiaries is in compliance with the terms of the
                  Collective Bargaining Agreements; (ii) except as set forth in
                  Section 3.1(m) of the Reckson Disclosure Letter, none of
                  Reckson, any Subsidiary or any ERISA Affiliate has at any time
                  since January 1, 2004 withdrawn in any complete or partial
                  withdrawal from any "multiemployer plan" as defined in Section
                  3(37) of ERISA and, if Reckson, its Subsidiaries and each
                  ERISA Affiliate were to, as of the date hereof, completely
                  withdraw from all multiemployer plans in which any of them
                  participate, or to which any of them otherwise have any
                  obligation to contribute, neither Reckson, any Subsidiary nor
                  any ERISA Affiliate would incur a withdrawal liability that
                  would result in a Reckson Material Adverse Effect; and (iii)
                  neither Reckson nor any Reckson Subsidiary is the subject of a
                  proceeding asserting it has committed an unfair labor
                  practice, nor, to the Knowledge of Reckson, is any such
                  proceeding threatened, nor is there any strike or other labor
                  dispute by the employees of Reckson or any Reckson Subsidiary
                  pending or threatened, nor does Reckson have Knowledge of any
                  activity involving any employee of Reckson or any Reckson
                  Subsidiary seeking to certify an additional collective
                  bargaining unit or engaging in union organizational activity.

         (n)      Environmental Matters.

                  (i) Neither Reckson nor any Reckson Subsidiary is in violation
         of any applicable Law or Order relating to pollution or protection of
         public health and safety, the environment (including indoor or ambient
         air, surface water, groundwater, land surface or subsurface) or natural
         resources, including laws and regulations relating to the release or
         threatened release of any pollutant, contaminant, waste or toxic
         substance, including asbestos or any substance containing asbestos,
         polychlorinated biphenyls, petroleum or petroleum products (including
         crude oil and any fraction thereof), radon, mold, fungus and other
         hazardous biological materials (collectively, "HAZARDOUS MATERIALS") or
         to the manufacture, management, possession, presence, generation,
         processing, distribution, use, treatment, storage, disposal,
         transportation, abatement, removal, remediation or handling of, or
         exposure to, Hazardous Materials (collectively, "ENVIRONMENTAL LAWS"),
         except for any violation that, individually or in the aggregate, would
         not constitute a Reckson Material Adverse Effect; and

                  (ii) Neither Reckson nor the Reckson Subsidiaries have
         received any written notice of, and there are no, pending
         administrative, regulatory or judicial actions, suits, demands, demand
         letters, claims, liens, notices of noncompliance or violation,
         investigation or proceedings relating to Hazardous Materials or any
         Environmental Law against or affecting Reckson or any of the Reckson
         Subsidiaries or any of the Reckson Properties (as defined herein) that
         have not been remedied or cured, and to the Knowledge of Reckson and
         the Operating Partnership there is no basis therefor, in each case,
         except as would not, individually or in the aggregate, have a Reckson
         Material Adverse Effect.


                                       26
<PAGE>

                  (iii) Neither Reckson nor any Reckson Subsidiary has entered
         into, agreed to or is bound by any material consent decree or order or
         is a party to any material judgment, decree or judicial order relating
         to compliance with Environmental Laws or the investigation, sampling,
         monitoring, treatment, remediation, removal or cleanup of Hazardous
         Materials.

         (o)      Properties.

                  (i) Section 3.1(o)(i) of the Reckson Disclosure Letter sets
         forth a correct list of all real property owned or leased (as lessee)
         by the Operating Partnership or other Reckson Subsidiary (all such real
         property interests, together with all buildings, structures and other
         improvements and fixtures located on or under such real property and
         all easements, rights and other appurtenances to such real property,
         are individually referred to herein as an "RECKSON PROPERTY" and
         collectively referred to herein as the "RECKSON PROPERTIES").

                  (ii) The Operating Partnership or other Reckson Subsidiary
         owns fee simple title or leasehold title (as applicable) to each of the
         Reckson Properties, in each case, free and clear of Liens, mortgages or
         deeds of trust, claims against title, charges that are Liens, security
         interests or other encumbrances on title, rights of way, restrictive
         covenants, declarations or reservations of an interest in title
         (collectively, "ENCUMBRANCES"), except for the following (collectively,
         the "PERMITTED TITLE EXCEPTIONS"): (A) Encumbrances set forth in
         Section 3.1(o)(ii) of the Reckson Disclosure Letter or relating to debt
         obligations reflected in the Company's financial statements and the
         notes thereto (including with respect to debt obligations which are not
         consolidated), (B) Encumbrances that result from any statutory or other
         Liens for Taxes or assessments that are not yet due or delinquent or
         the validity of which is being contested in good faith by appropriate
         proceedings; (C) any Material Contracts (as defined herein) (only to
         the extent that the same encumbers or affects title to real property),
         or leases to third parties for the occupation of portions of the
         Reckson Properties by such third parties in the ordinary course of the
         business of Reckson or the Operating Partnership, (D) Encumbrances
         imposed or promulgated by Law or any Governmental Entity, including
         zoning regulations, (E) Encumbrances disclosed on existing title
         policies made available to the Purchaser Parties prior to the date
         hereof, (F) any cashiers', landlords', workers', mechanics', carriers',
         workmen's, repairmen's and materialmen's liens and other similar liens
         imposed by Law and incurred in the ordinary course of business, and (G)
         any other Encumbrances, limitations or title defects of any kind, if
         any, that, individually or in the aggregate, would not constitute a
         Reckson Material Adverse Effect.

                  (iii) Reckson and the Operating Partnership have made
         available to Purchaser all title insurance policies with respect to the
         Reckson Properties that are set forth on Section 3.1(o)(iii) of the
         Reckson Disclosure Letter. To Reckson's and the Operating Partnership's
         Knowledge, no material claim has been made under any such title
         insurance policy and each such title insurance policy is in full force
         and effect as of the date hereof.


                                       27
<PAGE>

                  (iv) No certificate, permit or license from any Governmental
         Entity having jurisdiction over any of the Reckson Properties or any
         agreement, easement or other right that is necessary to permit the
         lawful use and operation of the buildings and improvements on any of
         the Reckson Properties or that is necessary to permit the lawful use
         and operation of all parking areas, driveways, roads and other means of
         egress and ingress to and from any of the Reckson Properties has not
         been obtained and is not in full force and effect, and neither Reckson
         nor any Reckson Subsidiary has received written notice of any threat of
         modification or cancellation of any such certificate, permit or
         license, except for such notices, failures to obtain and to have in
         full force and effect, which would not, individually or in the
         aggregate, constitute a Reckson Material Adverse Effect and

                  (v) Neither Reckson nor any Reckson Subsidiary has received
         any written notice to the effect that (A) any condemnation or rezoning
         proceedings are pending or threatened with respect to any of the
         Reckson Properties, or (B) any zoning regulation or ordinance
         (including with respect to parking), board of fire underwriters rules,
         building, fire, health or other Law, code, ordinance, Order or
         regulation has been violated for any Reckson Property, which in the
         case of clauses (A) and (B) would, individually or in the aggregate,
         constitute a Reckson Material Adverse Effect.

                  (vi) Section 3.1(o)(vi) of the Reckson Disclosure Letter lists
         as of the date hereof each ground lease to which Reckson or any Reckson
         Subsidiary is party, as lessee or lessor. Each such ground lease is in
         full force and effect and is valid, binding and enforceable in
         accordance with its terms against the lessor or lessee thereunder, as
         applicable, and, to the Knowledge of Reckson, against the other parties
         thereto, except as would not constitute, individually or in the
         aggregate, a Reckson Material Adverse Effect. Except as would not
         constitute, individually or in the aggregate, a Reckson Material
         Adverse Effect, neither Reckson nor any Reckson Subsidiary, on the one
         hand, nor, to the Knowledge of Reckson, any other party, on the other
         hand, is in default under any such ground lease which default is
         reasonably likely to result in a termination of such ground lease. No
         purchase option has been exercised under any of such ground lease,
         except purchase options whose exercise has been evidenced by a written
         document as described in Section 3.1(o)(vi) of the Reckson Disclosure
         Letter. Reckson and the Operating Partnership have made available to
         Purchaser a correct and complete copy of each such ground lease and all
         material amendments thereto.

                  (vii) Neither Reckson nor any Reckson Subsidiary is a party to
         any agreement relating to the management of any of the Reckson
         Properties by a party other than Reckson or any wholly-owned Reckson
         Subsidiaries, except as disclosed Section 3.1(o)(vii) of the Reckson
         Disclosure Letter.

                  (viii) Reckson has made available to Purchaser true, correct
         and complete copies of the top 50 leases (measured by leasing revenue)
         that Reckson and its Subsidiaries, taken as a whole, are party to as a
         landlord or lessor with respect to each of the applicable Reckson
         Properties including all material amendments, modifications,
         supplements, renewals, and extensions thereto, in each case as in
         effect on the date hereof (the "RECKSON LEASES"). Neither Reckson nor
         any of the Reckson Subsidiaries, nor to the Knowledge of Reckson or the
         Operating Partnership, any tenant, has received written notification
         that they are in default under any Reckson Lease, except for defaults
         that would not, individually or in the aggregate, constitute a Reckson
         Material Adverse Effect.


                                       28
<PAGE>

         (p)      Insurance. Reckson or the Operating Partnership maintains
                  insurance coverage with reputable insurers, or maintains
                  self-insurance practices, in such amounts and covering such
                  risks which in its good faith judgment are reasonable for the
                  business of Reckson and the Reckson Subsidiaries (taking into
                  account the cost and availability of such insurance). There is
                  no claim by Reckson or any Reckson Subsidiary pending under
                  any such policies which (A) has been denied or disputed by the
                  insurer and (B) would constitute, individually or in the
                  aggregate, a Reckson Material Adverse Effect.

         (q)      Opinion of Financial Advisor. As of the date hereof, the
                  Committee of Independent Directors of the Reckson Board of
                  Directors has received the Fairness Opinion.

         (r)      Votes Required. The affirmative vote of two-thirds of all the
                  votes entitled to be cast by the holders of Reckson Common
                  Shares (the "RECKSON SHAREHOLDER APPROVAL") are the only votes
                  or consents required of the holders of any class or series of
                  the Reckson Common Shares or other securities of or equity
                  interests in Reckson required to approve this Agreement and to
                  approve and consummate the Merger. The affirmative vote of a
                  majority of the outstanding LP Units (the "RECKSON PARTNER
                  APPROVAL") is the only vote or consent required of the holders
                  of any class or series of the LP Units or other securities of
                  or equity interests in the Operating Partnership required to
                  approve this Agreement and to approve and consummate the
                  Partnership Merger. No consent of holders of LP Units who
                  receive Partnership Merger Consideration will be required to
                  approve the Merger. Prior to the Effective Time, the Reckson
                  Partner Approval will be duly and validly obtained.

         (s)      Brokers. Except for the fees and expenses payable to the
                  Reckson Financial Advisor, Citigroup Global Markets Inc., and
                  Greenhill & Co., no broker, investment banker or other Person
                  is entitled to any brokers', finders' or other similar finders
                  fee or commission in connection with the transactions
                  contemplated by this Agreement based upon arrangements made by
                  or on behalf of Reckson, any Reckson Subsidiary or any
                  Affiliate thereof. Reckson has made available to Purchaser
                  prior to the date of this Agreement true and complete copies
                  of any agreement under which the Reckson Financial Advisor
                  would be entitled to receive any payments in connection with
                  this Agreement or the transactions contemplated hereby.


                                       29
<PAGE>

         (t)      Material Contracts.

                  (i) All of the Material Contracts of Reckson as in effect as
         of the date hereof are listed in Section 3.1(t)(i) of the Reckson
         Disclosure Letter or in the exhibit index set forth in a Covered
         Reckson SEC Disclosure. Reckson has, prior to the date hereof, made
         available to Purchaser (including by filing with the SEC) true and
         complete copies of each Material Contract as in effect as of the date
         hereof. All Material Contracts are valid, binding and enforceable and
         in full force and effect with respect to Reckson and the Reckson
         Subsidiaries, and to the Knowledge of Reckson, with respect to each
         other party to any such Material Contract, except where such failure to
         be so valid, binding and enforceable and in full force and effect do
         not and would not, individually or in the aggregate, constitute a
         Reckson Material Adverse Effect, and except, in each case, to the
         extent that enforcement of rights and remedies created by any Material
         Contracts are subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar Laws of general application
         related to or affecting creditors' rights and to general equity
         principles.

                  (ii) Except as set forth in Section 3.1(t)(ii) of the Reckson
         Disclosure Letter, (A) neither Reckson nor any Reckson Subsidiary is in
         violation of or in default under (nor does there exist any condition
         which upon the passage of time or the giving of notice or both would
         cause such a violation of or default under) any Material Contract to
         which it is a party or by which it or any of its properties or assets
         is bound and (B) to the Knowledge of Reckson, as of the date hereof,
         there are no such violations or defaults (nor does there exist any
         condition which upon the passage of time or the giving of notice or
         both would cause such a violation or default) by any third party to any
         Material Contract, except, in either the case of clause (A) or (B), for
         those violations or defaults that, individually or in the aggregate,
         would not constitute a Reckson Material Adverse Effect. For purposes of
         this Agreement, "MATERIAL CONTRACTS" means (I) any loan agreement,
         letter of credit, indenture, note, bond, debenture, mortgage or any
         other document, agreement or instrument evidencing a capitalized lease
         obligation or other indebtedness to any Person, or any guaranty
         thereof, in excess of $25,000,000 (excluding letters of credit,
         performance bonds or guaranties entered into in the ordinary course of
         business), (II) any contracts entered into by Reckson or any Reckson
         Subsidiary that, by its terms, is not terminable within one year
         (without termination fee or penalty (other than customary tails in the
         case of brokerage contracts) and that may result in total payments by
         Reckson or any Reckson Subsidiary in excess of $10,000,000 other than
         any agreements with respect to Joint Venutres, any leases with respect
         to any Reckson Property, any development or construction contracts or,
         in each case, any related or ancillary agreement) , (III) any other
         agreements filed or required to be filed as exhibits to the Reckson SEC
         Documents pursuant to Item 601(b)(10) of Regulation S-K of Title 17,
         Part 229 of the Code of Federal Regulations, (IV) any interest rate
         cap, interest rate collar, interest rate swap, currency hedging
         transaction and any other agreement relating to a similar transaction
         to which Reckson or any Reckson Subsidiary is a party or an obligor
         with respect thereto, (V) any partnership or joint venture agreement
         with any third parties and (VI) any agreement, commitment, instrument
         or obligation of a type described in Section 3.1(t)(iii) and (iv)
         below.


                                       30
<PAGE>

                  (iii) There is no non-competition agreement or other contract
         or agreement that contains covenants that restrict in any material
         respect Reckson's or any Reckson Subsidiary's ability to compete in any
         line of business or with any Person in any geographical areas, except
         for Material Contracts of a type described elsewhere in the definition
         of Material Contracts.

                  (iv) Section 3.1(t)(iv) of the Reckson Disclosure Letter lists
         all agreements (other than agreements with respect to the Joint
         Ventures, and leases or subleases which contain options to purchase)
         entered into by Reckson or any Reckson Subsidiary as of the date hereof
         providing for the sale of, or option to sell, any Reckson Properties or
         any material interest therein or the purchase of, or option to
         purchase, by Reckson or any Reckson Subsidiary, on the one hand, or the
         other party thereto, on the other hand, any real estate or material
         interest therein not yet consummated as of the date hereof.

         (u)      Inapplicability of Takeover Statutes; Certain Charter and
                  Bylaw Provisions; Rights Agreement.

                  (i) Reckson has taken all appropriate and necessary actions to
         exempt the Merger, the Partnership Merger, this Agreement and the other
         transactions contemplated thereby from the restrictions of any
         applicable provision of Subtitles 6 and 7 of Title 3 of the MGCL, as
         applicable to a Maryland corporation, and Title 8 (collectively, the
         "TAKEOVER STATUTE"). No other "control share acquisition", "fair
         price", "moratorium" or other antitakeover Laws apply to the Merger,
         the Partnership Merger, this Agreement or the other transactions
         contemplated hereby. Reckson and the Reckson Board of Directors have
         taken all appropriate and necessary actions to cause the Merger, the
         Partnership Merger, this Agreement and the other transactions
         contemplated hereby to comply with or be exempted from any provision
         contained in the Reckson Charter, Reckson Bylaws or in the comparable
         organizational document of any Reckson Subsidiary that would otherwise
         impose any limitations on ownership (the "OWNERSHIP LIMIT") of (1)
         Reckson Common Shares as set forth in the Reckson Charter and (2) the
         limited partner interests in the Operating Partnership as set forth in
         the Operating Partnership Agreement, including the ownership limit set
         forth in the Reckson Charter inapplicable to the Merger, Partnership
         Merger, the execution of and performance of the this Agreement and the
         transactions contemplated hereby.

                  (ii) As soon as practicable, the Reckson Board of Directors
         shall amend the Company Rights Agreement to render it inapplicable to
         the execution and delivery of this Agreement and the consummation of
         the transactions contemplated hereby and to provide that (A) none of
         the Purchaser Parties shall become an "Acquiring Person" as a result of
         the execution, delivery or performance of this Agreement and the
         consummation of the Merger, and (B) no "Distribution Date" shall occur
         as a result of the announcement of or the execution of this Agreement
         or the consummation of any of the transactions contemplated hereby. The
         amendment to the Company Rights Agreement shall be in full force and
         effect until immediately following the termination of this Agreement in
         accordance with its terms.


                                       31
<PAGE>

         (v)      Information Supplied. The information supplied by Reckson or
                  any Reckson Subsidiary for inclusion in the Proxy Statement
                  and the Form S-4 Registration Statement, or any amendment or
                  supplement thereto, shall not, on the date the Proxy Statement
                  is first mailed to Reckson Common Shareholders, at the time of
                  the Reckson Shareholder Approval or at the Effective Time,
                  contain any untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary in order to make the statements therein, in light of
                  the circumstances under which they were made, not misleading.
                  For the avoidance of doubt, any information supplied in
                  writing by any of the Purchaser Parties for inclusion in the
                  Proxy Statement or the Form S-4 Registration Statement shall
                  not be considered to have been supplied by Reckson or any
                  Reckson Subsidiary for purposes of this representation.

         (w)      Investment Company Act of 1940. None of Reckson or any Reckson
                  Subsidiary is, or after giving effect to the transactions
                  contemplated by this Agreement will be, required to be
                  registered as an investment company under the Investment
                  Company Act of 1940, as amended.

         Section 3.2. Representations and Warranties of Purchaser Parties.
Except as set forth in (i) any Form 10-K, Form 10-Q, Form 8-K, or proxy
statement, and in each case any amendment thereto, filed by Parent or the Parent
Operating Partnership (as defined below) with the SEC on or after January 1,
2006 and prior to the date hereof (except in each case for the risk factors
section and any forward looking statements contained in the Management's
Discussion & Analysis) (the "COVERED PARENT SEC DISCLOSURE"), or (ii) the
disclosure letter, dated the date hereof and delivered to Reckson in connection
with the execution and delivery of this Agreement (the "PARENT DISCLOSURE
LETTER"), each of the Purchaser Parties, jointly and severally represents and
warrants to Reckson as follows:

         (a)      Organization, Standing and Power of the Purchaser Parties.
                  Each of the Purchaser Parties is duly formed, validly existing
                  and in good standing under the Laws of their jurisdiction of
                  incorporation and has all of the requisite corporate power,
                  authority and all necessary government approvals or licenses
                  to own, lease, operate its properties and to carry on its
                  business as now being conducted. Each of the Purchaser Parties
                  is duly qualified or licensed to do business and is in good
                  standing in each jurisdiction in which the nature of the
                  business it is conducting, or the ownership, operation or
                  leasing of its properties or the management of properties for
                  others makes such qualification or licensing necessary, other
                  than in such jurisdictions where the failure to be so
                  qualified or licensed or in good standing would not,
                  individually or in the aggregate, constitute a Parent Material
                  Adverse Effect. Each of the Purchaser Parties (other than
                  Parent) is wholly-owned by Parent. Wyoming Acquisition GP is
                  the general partners of Wyoming Acquisition LP. Purchaser has
                  heretofore made available to Reckson and the Operating
                  Partnership complete and correct copies of the charter, bylaws
                  or other organizational documents of each of the Purchaser
                  Parties, each as amended to the date hereof and each as in
                  full force and effect.


                                       32
<PAGE>

         (b)      Subsidiaries.

                  (i) Each Subsidiary of Parent is duly organized, validly
         existing and, as applicable, in good standing under the Laws of its
         jurisdiction of formation, and has all of the requisite corporate,
         partnership, limited liability company or other organizational power
         and authority and all necessary government approvals and licenses to
         own, lease and operate its properties and to carry on its business as
         now being conducted, except where the failure to have such approvals or
         licenses would not, individually or in the aggregate, constitute a
         Parent Material Adverse Effect. Each Subsidiary of Parent is duly
         qualified or licensed to do business and is in good standing in each
         jurisdiction in which the nature of its business or the ownership,
         operation or leasing of its properties or the management of properties
         for others makes such qualification or licensing necessary, other than
         in such jurisdictions where the failure to be so qualified or licensed
         or in good standing would not, individually or in the aggregate,
         constitute a Parent Material Adverse Effect. All outstanding equity
         interests in each Subsidiary of Parent have been duly authorized and
         are validly issued, fully paid and (except for general partnership
         interests) nonassessable, and are not subject to any preemptive rights,
         purchase options, call options, rights of first refusal, subscriptions
         or any similar rights and are owned by Parent and are so owned free and
         clear of all Liens, except as would not, individually or in the
         aggregate, constitute a Parent Material Adverse Effect.

         (c)      (i) Capital Structure. (A) The authorized shares of capital
                  stock of Parent consist of an aggregate of 100,000,000 shares
                  of Parent Common Stock, and 25,000,000 shares of preferred
                  stock, $0.01 par value per share, of which 1,000,000 shares
                  have been designated Series B Junior Participating Preferred
                  Stock (the "PARENT SERIES B PREFERRED"), 6,440,000 shares have
                  been designated Series C Preferred Stock (the "PARENT SERIES C
                  PREFERRED"), and 4,000,000 shares have been designated Series
                  D Preferred Stock (the "PARENT SERIES D PREFERRED"), and
                  75,000,000 shares of Excess Stock, $0.01 par value per share.
                  As of July 31, 2006, 45,770,217 shares of Parent Common Stock
                  are issued and outstanding, no shares of Parent Series B
                  Preferred are issued and outstanding, 6,300,000 shares of
                  Parent Series C Preferred are issued and outstanding and
                  4,000,000 shares of Parent Series D Preferred are issued and
                  outstanding. No shares of Parent capital stock have been
                  issued since July 31, 2006 and prior to the date hereof other
                  than in accordance with the exercise of awards under employee
                  benefit plans. All outstanding shares of Parent are duly
                  authorized, validly issued, fully paid and nonassessable and
                  not subject to or issued in violation of, any preemptive
                  right, purchase option, call option, right of first refusal,
                  subscription or any similar right. The shares of Parent Common
                  Stock to be issued in the Mergers, when issued in accordance
                  with the terms of this Agreement, will be duly authorized,
                  validly issued, fully paid and nonassessable, and free and
                  clear of all Liens other than Liens created by or imposed upon
                  the holders thereof. Each share of Parent Common Stock to be
                  issued in the Mergers shall carry the same number of Parent
                  Rights as each other share of Parent Common Stock.


                                       33
<PAGE>

                           (B) As of the date hereof, there are no issued and
         outstanding or reserved for issuance: (1) shares or other equity
         securities of Parent; (2) restricted shares of Parent Common Stock or
         performance stock awards relating to the equity interests of Parent;
         (3) securities of Parent or any Subsidiary of Parent convertible into
         or exchangeable for stock or other equity securities of Parent or any
         Subsidiary of Parent; and (4) subscriptions, options, warrants,
         conversion rights, stock appreciation rights, "phantom" stock, stock
         units, calls, claims, rights of first refusal, rights (including
         preemptive rights), commitments, arrangements or agreements to which
         Parent or any Subsidiary of Parent is a party or by which it is bound
         in any case obligating Parent or any Subsidiary of Parent to issue,
         deliver, sell, purchase, redeem or acquire, or cause to be issued,
         delivered, sold, purchased, redeemed or acquired, stock or other equity
         securities of Parent or of any Subsidiary of Parent, or obligating
         Parent or any Subsidiary of Parent to grant, extend or enter into any
         such subscription, option, warrant, conversion right, stock
         appreciation right, call, right, commitment, arrangement or agreement,
         except, in each case, as set forth in this Section 3.2(c) or pursuant
         to the Preferred Share Purchase Rights (the "PARENT RIGHTS") issued
         pursuant to the Rights Agreement (the "PARENT RIGHTS AGREEMENT"), dated
         as of or about March 6, 2000 between the Company and the Rights Agent.
         All outstanding shares of Parent are, and all shares reserved for
         issuance will be, upon issuance in accordance with the terms specified
         in the instruments or agreements pursuant to which they are issuable,
         duly authorized, validly issued, fully paid and nonassessable and not
         subject to or issued in violation of, any preemptive right, purchase
         option, call option, right of first refusal, subscription or any other
         similar right.

                  (ii) Miscellaneous. (A) Except for this Agreement, there are
         not any (i) shareholder agreements, voting trusts, proxies or other
         agreements or understandings relating to the voting of any shares of
         Parent to which Parent or any Subsidiary of Parent is a party or by
         which it is bound or (ii) agreements or understandings relating to the
         sale or transfer (including agreements imposing transfer restrictions)
         of any shares of Parent to which Parent or any Subsidiary of Parent is
         a party or by which it is bound.

                           (B) No holder of securities in Parent or any
         Subsidiary of Parent has any right to have the offering or sale of such
         securities registered by Parent or any Parent Subsidiary, as the case
         may be.

         (d)      Authority; No Violations; Consents and Approvals.

                  (i) Each of the Purchaser Parties has all requisite corporate
         or partnership power and authority to enter into this Agreement and to
         consummate the transactions contemplated hereby, subject the filing of
         Articles of Merger pursuant to the MGCL and the filing of the
         Partnership Certificate of Merger pursuant to the DRULPA. The execution
         and delivery of this Agreement and the consummation of the transactions
         contemplated hereby have been duly authorized by all necessary
         corporate, or other organizational action on the part of Parent and
         each applicable Parent Subsidiary, and no vote or consent of any
         holders of any securities of Parent or any of its Subsidiaries is
         required with respect to the consummation of the transactions
         contemplated hereby.


                                       34
<PAGE>

                  (ii) This Agreement has been duly executed and delivered by
         each of the Purchaser Parties, and, assuming due authorization and
         delivery by Reckson and the Operating Partnership, constitutes a valid
         and binding obligations of such Purchaser Parties, enforceable against
         such Purchaser Parties in accordance with its terms, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other Laws of general applicability
         relating to or affecting creditors' rights and by general principles of
         equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

                  (iii) The execution and delivery by each of the Purchaser
         Parties of this Agreement does not, and the consummation of the
         transactions contemplated hereby, and compliance by each of the
         Purchaser Parties with the provisions hereof, will not, conflict with,
         or result in any violation of, or default (with or without notice or
         lapse of time, or both) under, or give rise to a right of termination,
         cancellation or acceleration of any material obligation under, require
         the consent or approval under, any provision of (A) the charter, bylaws
         or comparable organizational documents of any of the Purchaser Parties
         or the Parent Operating Partnership or any of their respective
         Subsidiaries, (B) any material contract, agreement or commitment of any
         of the Purchaser Parties or any of their respective Subsidiaries, or
         any guarantee by any of the Purchaser Parties or any of their
         respective Subsidiaries, or (C) assuming the consents, approvals,
         authorizations or permits and filings or notifications referred to in
         Section 3.2(d)(iv) are duly and timely obtained or made, any Law or
         Order applicable to or binding on any of the Purchaser Parties or any
         of their respective Subsidiaries, properties or assets, other than, in
         the case of clauses (B) and (C), any such conflicts, violations,
         defaults, rights, Liens or detriments that, individually or in the
         aggregate, would not reasonably be expected to materially impair or
         delay the ability of any of the Purchaser Parties to perform its
         obligations under this Agreement or prevent the consummation by any of
         the Purchaser Parties of any of the transactions contemplated hereby.

                  (iv) No consent, approval, Order or authorization of, or
         registration, declaration or filing with, or permit from, any
         Governmental Entity is required by or on behalf of any of the Purchaser
         Parties or any of their respective Subsidiaries in connection with the
         execution and delivery by any of the Purchaser Parties of this
         Agreement or the consummation by any of the Purchaser Parties of the
         transactions contemplated hereby, except for: (A) compliance with the
         Exchange Act and the rules and regulations thereunder as may be
         required in connection with this Agreement and the transactions
         contemplated hereby; (B) the filing of the Articles of Merger and the
         acceptance for record of the Articles of Merger pursuant to the MGCL;
         (C) the filing of the Partnership Certificate of Merger and the
         acceptance for record of the Partner Certificate of Merger pursuant to
         the DRULPA; (D) such filings and approvals as may be required by any
         applicable state securities or "blue sky" Laws; (E) compliance with the
         rules and regulations of the New York Stock Exchange; and (F) any such
         other consent, approval, Order, authorization, registration,
         declaration, filing or permit that the failure to obtain or make,
         individually or in the aggregate, would not reasonably be expected to
         materially impair or delay the ability of any of the Purchaser Parties
         to perform its obligations hereunder or prevent the consummation by
         them of any of the transactions contemplated hereby.

                                       35
<PAGE>

         (e)      SEC Documents; Financial Statements. Parent has made available
                  to Reckson (by public filing with the SEC or otherwise) a true
                  and complete copy of each report, schedule, registration
                  statement, other statement (including proxy statements) and
                  information filed by Parent with the SEC since January 1, 2003
                  (the "PARENT SEC DOCUMENTS"), which are all the documents
                  (other than preliminary material) that Parent was required to
                  file with the SEC since January 1, 2003 pursuant to the
                  federal securities Laws and the SEC rules and regulations
                  thereunder. As of their respective dates, the Parent SEC
                  Documents complied in all material respects with the
                  requirements of the Securities Act, the Sarbanes-Oxley Act of
                  2002 and the Exchange Act, as applicable, and the rules and
                  regulations of the SEC thereunder applicable to such Parent
                  SEC Documents, in each case, as in effect at such time, and
                  none of the Parent SEC Documents contained any untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances under which
                  they were made, not misleading, except to the extent such
                  statements have been modified or superseded by later Parent
                  SEC Documents filed and publicly available prior to the date
                  of this Agreement. No Parent Subsidiary is required (by
                  contract or applicable Law) to make periodic filings with the
                  SEC. The consolidated financial statements of Parent
                  (including the notes thereto) included or incorporated by
                  reference in the Parent SEC Documents (including the audited
                  consolidated balance sheet of Parent as at December 31, 2005
                  (the "PARENT BALANCE SHEET") and the unaudited consolidated
                  statements of income for the three months ended March 31,
                  2006) complied as to form in all material respects with the
                  applicable accounting requirements and the published rules and
                  regulations of the SEC with respect thereto, were prepared in
                  accordance with GAAP applied on a consistent basis during the
                  periods involved (except as may be indicated in the notes
                  thereto, or, in the case of the unaudited statements, as
                  permitted by Rule 10-01 of Regulation S-X of the SEC) and
                  fairly present, in accordance with applicable requirements of
                  GAAP and the applicable rules and regulations of the SEC
                  (subject, in the case of the unaudited statements, to normal,
                  recurring adjustments, none of which are material), in each
                  case, as in effect at such time, the assets, Liabilities and
                  the consolidated financial position of Parent and its
                  Subsidiaries, taken as a whole, as of their respective dates
                  and the consolidated results of operations and cash flows of
                  Parent and its Subsidiaries taken as a whole, for the periods
                  presented therein. Since the enactment of the Sarbanes-Oxley
                  Act of 2002, Parent has been and is in compliance in all
                  material respects with the applicable provisions thereof and
                  the rules and regulations promulgated thereunder.


                                       36
<PAGE>

         (f)      Information Supplied. The information supplied by any of the
                  Purchaser Parties for inclusion in the Form S-4 Registration
                  Statement and the Proxy Statement, or any amendment or
                  supplement thereto, shall not, on the date the Proxy Statement
                  is first mailed to Reckson Common Shareholders, at the time of
                  the Reckson Shareholder Approval or at the Effective Time,
                  contain any untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary in order to make the statements therein, in light of
                  the circumstances under which they were made, not misleading.
                  For the avoidance of doubt, any information supplied in
                  writing by Reckson or the Operating Partnership for inclusion
                  in the Proxy Statement or the Form S-4 Registration Statement
                  shall not be considered to have been supplied by any of the
                  Purchaser Parties for purposes of this representation.

         (g)      Absence of Certain Changes or Events. Since the date of the
                  Parent Balance Sheet, each of Parent and the Parent
                  Subsidiaries have conducted their business only in the
                  ordinary course and there has not been: (i) a Parent Material
                  Adverse Effect; (ii) any declaration, setting aside for
                  payment or payment of any dividend or other distribution
                  (whether in cash, stock or property) with respect to any of
                  the Parent Common Stock (other than regular quarterly cash
                  dividends of $0.60 per Parent Common Share and cash dividends
                  after the date of this Agreement expressly permitted by
                  Section 4.2);(iii) any amendment of any material term of any
                  outstanding security of Parent or of SL Green Operating
                  Partnership, L.P. (the "PARENT OPERATING PARTNERSHIP") ; (iv)
                  any repurchase, redemption or other acquisition by Parent or
                  any Parent Subsidiary of any outstanding shares, stock or
                  other securities of, or other ownership interests in, Parent
                  or the Parent Operating Partnership (except (x) in connection
                  with Parent employee benefit plans, or (y) in connection with
                  the use of Parent Common Stock to pay the exercise price or
                  Tax withholding obligation upon the exercise of a Parent
                  Option); or (v) any change in any method or practice of
                  financial accounting by Parent or any consolidated Parent
                  Subsidiary other than any change after the date of this
                  Agreement permitted by Section 4.2.

         (h)      No Undisclosed Material Liabilities. Except as disclosed in
                  the Parent SEC Documents filed prior to the date hereof, there
                  are no Liabilities of Parent or any of the Parent
                  Subsidiaries, whether accrued, contingent, absolute or
                  determined other than: (i) Liabilities reflected on the
                  financial statements (including the notes thereto), or (ii)
                  Liabilities incurred in the ordinary course of business
                  consistent with past practice since the date of the Balance
                  Sheet as would not, individually or in the aggregate,
                  constitute a Parent Material Adverse Effect.

         (i)      No Default. Neither Parent nor any of the Parent Subsidiaries
                  is or has been in default or violation (and no event has
                  occurred which, with notice or the lapse of time or both,
                  would constitute a default or violation) of (i) any material
                  term, condition or provision of Parent's Articles of
                  Incorporation (the "PARENT CHARTER") or Parent's Amended and
                  Restated Bylaws (the "PARENT BYLAWS") or the comparable
                  charter or organizational documents (for the avoidance of
                  doubt, the occurrence of any event that is reasonably likely
                  to result in Parent ceasing to be qualified as a REIT shall be
                  deemed to be material), of any of the Parent Operating
                  Partnership, (ii) any term, condition or provision of any loan
                  or credit agreement or any note, bond, mortgage, indenture,
                  lease or other agreement, instrument, permit, concession,
                  franchise or license to which Parent or any of the Parent
                  Subsidiaries is now a party or by which Parent or any of the
                  Parent Subsidiaries or any of their respective properties or
                  assets is bound, or (iii) any Law or Order applicable to or
                  binding upon Parent or any of the Parent Subsidiaries or any
                  of their respective properties or assets, except, in the case
                  of clauses (ii) and (iii), for defaults or violations that,
                  individually or in the aggregate, have not constituted, and
                  would not constitute, a Parent Material Adverse Effect.


                                       37
<PAGE>

         (j)      Compliance with Applicable Laws. Parent and the Parent
                  Subsidiaries hold all permits, licenses, certificates,
                  registrations, variances, exemptions, Orders, franchises and
                  approvals of all Governmental Entities necessary or required
                  by any applicable Law or Order for the lawful conduct of their
                  respective businesses (the "PARENT PERMITS"), except where the
                  failure so to hold, individually or in the aggregate, does not
                  constitute and would not reasonably be expected to result in a
                  Parent Material Adverse Effect. Parent and the Parent
                  Subsidiaries are in compliance with the terms of the Parent
                  Permits, except where the failure to so comply, individually
                  or in the aggregate, does not constitute and would not
                  reasonably be expected to result in a Parent Material Adverse
                  Effect. Except as would not, individually or in the aggregate,
                  constitute and would not reasonably be expected to result in a
                  Parent Material Adverse Effect, the businesses of Parent and
                  the Parent Subsidiaries are not being and have not been
                  conducted in violation of any Law or Order. No investigation
                  or review by any Governmental Entity with respect to Parent or
                  any of the Parent Subsidiaries is pending or, to the Knowledge
                  of Parent, is threatened, other than those the outcome of
                  which, individually or in the aggregate, would not constitute
                  a Parent Material Adverse Effect.

         (k)      Litigation. There is no litigation, arbitration, claim,
                  investigation, suit, action or proceeding pending or, to the
                  Knowledge of Parent, threatened against or affecting Parent or
                  any Parent Subsidiary or any of their respective property or
                  assets that, individually or in the aggregate, that would
                  reasonably be expected to result in a Parent Material Adverse
                  Effect, nor is there any such litigation, arbitration, claim,
                  investigation, suit, action or proceeding or any Order
                  outstanding against Parent or any Parent Subsidiary or any of
                  their respective properties or assets which in any manner
                  challenges or seeks to prevent or enjoin, alter or materially
                  delay the Merger or the Partnership Merger.


                                       38
<PAGE>

         (l)      Taxes. Except as would not, individually or in the aggregate,
                  have a Parent Material Adverse Effect:

                  (i) (A) Parent and each Parent Subsidiary has timely filed or
         has had timely filed on its behalf (taking into account extensions) all
         Tax Returns (as defined herein) required to be filed by it or on its
         behalf, and all such Tax Returns were, at the time filed, true, correct
         and complete; (B) Parent and each Parent Subsidiary has paid (or Parent
         has paid on behalf of such Parent Subsidiary) all Taxes required to be
         paid by it (in each case of clause (A) or (B), except with respect to
         matters for which appropriate reserves have been established in
         accordance with GAAP).

                  (ii) Parent (A) for each taxable period beginning with its
         date of formation through December 31, 2005, has been subject to
         taxation as a REIT within the meaning of Section 856 of the Code and
         has satisfied all requirements to qualify as a REIT for such periods;
         (B) has operated since January 1, 2006, to the date of this
         representation in a manner consistent with the requirements for
         qualification and taxation as a REIT; and (C) intends to continue to
         operate in such a manner as to qualify as a REIT.

         (m)      Environmental Matters.

                  (i) Neither Parent nor any Parent Subsidiary is in violation
         of any applicable Environmental Laws except for any violation that,
         individually or in the aggregate, would not constitute a Parent
         Material Adverse Effect; and

                  (ii) Neither Parent nor any Subsidiary of Parent has received
         any written notice of, and there are no, pending administrative,
         regulatory or judicial actions, suits, demands, demand letters, claims,
         liens, notices of noncompliance or violation, investigation or
         proceedings relating to Hazardous Materials or any Environmental Law
         against, and to the Knowledge of Parent and the Operating Partnership
         there is no basis therefor, or affecting Parent or any of the Parent
         Subsidiaries or any of the Parent Properties (as defined herein), that
         have not been remedied or cured, and to the Knowledge of Parent there
         is no basis therefore in each case except as would not, individually or
         in the aggregate, have a Parent Material Adverse Effect.

         (n)      Funding. Purchaser has previously delivered to Reckson a
                  complete and correct copy of a fully executed financing
                  commitment (the "FINANCING COMMITMENT,") , whereby the
                  financial institution party thereto has committed, subject to
                  the terms and conditions set forth therein, to provide debt
                  Financing in connection with the transactions contemplated by
                  this Agreement Parent has available to it all financing
                  necessary to consummate the transactions contemplated by this
                  Agreement in accordance with the terms hereof. The Financing
                  Commitment is in full force and effect and is the valid,
                  binding and enforceable obligation of the parties thereto.
                  There are no conditions precedent or other contingencies
                  related to the funding of the full amount of the financing
                  contemplated by the Financing Commitment other than as set
                  forth therein. No event has occurred which, with or without
                  notice, lapse of time or both, would constitute a default on
                  the part of any of the Purchaser Parties under the Financing
                  Commitment, and none of the Purchaser Parties has any reason
                  to believe that any of the conditions to the financings
                  contemplated by the Financing Commitment will not be satisfied
                  or that any financing will not be made available to the
                  Purchaser Parties at the Closing.


                                       39
<PAGE>

         (o)      No Other Business. Each of Wyoming Acquisition Corp., Wyoming
                  Acquisition GP and Wyoming Acquisition LP was formed solely
                  for the purpose of engaging in the transactions contemplated
                  hereby, has engaged in no other business activities and has
                  conducted its operations only as contemplated thereby.

         (p)      Brokers. No broker, investment banker or other Person is
                  entitled to any brokers', finders' or other similar fee or
                  commission in connection with the transactions contemplated by
                  this Agreement based upon arrangements made by or on behalf of
                  the Purchaser Parties, for which fee or commission Reckson or
                  any Reckson Subsidiary may be liable.

         (q)      Material Contracts.

                  (i) All of the Parent Material Contracts as in effect as of
         the date hereof are listed in the exhibit index set forth in a Covered
         Parent SEC Disclosure. Parent has, prior to the date hereof, made
         available to Reckson (including by filing with the SEC) true and
         complete copies of each Parent Material Contract as in effect as of the
         date hereof. All Parent Material Contracts are valid, binding and
         enforceable and in full force and effect with respect to Parent and the
         Parent Subsidiaries, and to the Knowledge of Parent, with respect to
         each other party to any such Parent Material Contract, except where
         such failure to be so valid, binding and enforceable and in full force
         and effect do not and would not, individually or in the aggregate,
         constitute a Parent Material Adverse Effect, and except, in each case,
         to the extent that enforcement of rights and remedies created by any
         Material Contracts are subject to bankruptcy, insolvency, fraudulent
         transfer, reorganization, moratorium and similar Laws of general
         application related to or affecting creditors' rights and to general
         equity principles.

                  (ii) (A) neither Parent nor any Parent Subsidiary is in
         violation of or in default under (nor does there exist any condition
         which upon the passage of time or the giving of notice or both would
         cause such a violation of or default under) any Parent Material
         Contract to which it is a party or by which it or any of its properties
         or assets is bound and (B) to the Knowledge of Parent, as of the date
         hereof there are no such violations or defaults (nor does there exist
         any condition which upon the passage of time or the giving of notice or
         both would cause such a violation or default) by any third party to any
         Parent Material Contract, except, in either the case of clause (A) or
         (B), for those violations or defaults that, individually or in the
         aggregate, would not constitute a Parent Material Adverse Effect. For
         purposes of this Agreement, "PARENT MATERIAL CONTRACTS" means any
         agreements filed or required to be filed as exhibits to the Parent SEC
         Documents pursuant to Item 601(b)(10) of Regulation S-K of Title 17,
         Part 229 of the Code of Federal Regulations.


                                       40
<PAGE>

         (r)      Solvency.

                  (i) Immediately after giving effect to the Mergers and the
         transactions contemplated hereunder, including the payment of the
         Merger Consideration, the financing of the transactions contemplated
         hereby (and any other repayment or refinancing of debt contemplated in
         this Agreement or the Financing Commitments), and payment of all
         related fees and expenses, (i) the fair value of the assets of the
         Surviving Company (individually) and the Surviving Company and its
         Subsidiaries on a consolidated basis, at a fair valuation, will exceed
         the debts and Liabilities, direct, subordinated, contingent or
         otherwise, of the Surviving Company (individually) and the Surviving
         Company and its Subsidiaries on a consolidated basis, respectively;
         (ii) the present fair saleable value of the property of the Surviving
         Company (individually) and the Surviving Company and its Subsidiaries
         on a consolidated basis, will be greater than the amount that will be
         required to pay the probable Liability of the Surviving Company
         (individually) and the Surviving Company and its Subsidiaries on a
         consolidated basis, respectively, on their debts and other Liabilities,
         direct, subordinated, contingent or otherwise, as such debts and other
         Liabilities become absolute and matured; (iii) the Surviving Company
         (individually) and the Surviving Company and its Subsidiaries on a
         consolidated basis will be able to pay their debts and Liabilities,
         direct, subordinated, contingent or otherwise, as such debts and
         Liabilities become absolute and matured; and (iv) the Surviving Company
         (individually) and the Surviving Company and its Subsidiaries on a
         consolidated basis will not have unreasonably small capital with which
         to conduct the businesses in which they are engaged as such businesses
         are now conducted and are proposed to be conducted following the
         Closing Date.

                  (ii) On the Closing Date, neither Purchaser nor the Surviving
         Company will, and the Surviving Company will cause its Subsidiaries not
         to, incur debts beyond its ability to pay such debts as they mature,
         taking into account the timing and amounts of cash to be received by it
         or any such Subsidiary and the timing and amounts of cash to be payable
         on or in respect of its indebtedness or the indebtedness of any such
         Subsidiary.

         (s)      Investment Company Act of 1940. None of Parent or any Parent
                  Subsidiary is, or after giving effect to the transactions
                  contemplated by this Agreement will be, required to be
                  registered as an investment company under the Investment
                  Company Act of 1940, as amended.


                                       41
<PAGE>


                                   ARTICLE IV

                          COVENANTS RELATING TO CONDUCT
                         OF BUSINESS PENDING THE MERGERS

         Section 4.1. Conduct of Business by Reckson. (a) During the period from
the date of this Agreement to the earlier of the termination of this Agreement
or the Partnership Merger Effective Time, Reckson and the Operating Partnership
shall, and shall cause each of the other Reckson Subsidiaries to except as
otherwise expressly contemplated by this Agreement or to the extent consented to
by Purchaser in writing (i) carry on its businesses in the usual, regular and
ordinary course consistent with past practice and (ii) to the extent consistent
with the foregoing clause (i), use its commercially reasonable efforts to
preserve intact in all material respects its current business organization,
goodwill, ongoing businesses and relationships with third parties, to keep
available the services of their present officers and employees and to maintain
the status of Reckson and each applicable Reckson Subsidiary as a REIT within
the meaning of Section 856 of the Code.

                  (b) Without limiting the generality of the foregoing, during
the period from the date of this Agreement to the earlier of the termination of
this Agreement or the Partnership Merger Effective Time, except as otherwise
expressly provided or permitted by this Agreement, as set forth in Section
4.1(b) of the Reckson Disclosure Letter, to the extent consented to by Parent in
writing (which consent shall not be unreasonably withheld, delayed or
conditioned), in connection with Reckson New York Property Trust, as
contemplated by Reckson Employee Benefit Plans, as required by existing
agreements, or as required by Reckson or its Affiliates duties to joint venture
partners or minority shareholders of any Reckson Affiliate, Reckson and the
Operating Partnership shall not and shall not authorize or commit or agree to,
and shall cause the other Reckson Subsidiaries not to (and not to authorize or
commit or agree to):

                  (i) (A) declare, set aside for payment or pay any dividends
         on, or make any other actual, constructive or deemed distributions
         (whether in cash, shares, property or otherwise) in respect of, any of
         Reckson's shares, stock or the partnership interests, shares, stock or
         other equity interests in any Reckson Subsidiary that is not directly
         or indirectly wholly owned by Reckson, other than (i) regular, cash
         distributions at a rate not in excess of $0.4246 per share of Reckson
         Common Shares, declared and paid quarterly, (ii) applicable
         distributions payable to holders of LP Units, GP Units and Reckson RSUs
         and (iii) pro rata dividends or distributions, declared, set aside or
         paid by any non-wholly-owned Reckson Subsidiary to Reckson or any
         Reckson Subsidiary; provided that Reckson may declare and pay dividends
         or distributions to the extent required to maintain its status as a
         REIT or to eliminate any U.S. federal income or excise Taxes otherwise
         payable, (B) except as set forth in Section 4.1(b) of the Reckson
         Disclosure Letter or pursuant to the terms of any LP Units or Reckson
         Employee Benefit Plans (or the award agreements thereunder), split,
         combine or reclassify any shares, stock, partnership interests or other
         equity interest or issue or authorize the issuance of any securities in
         respect of, in lieu of or in substitution for shares of such shares,
         stock, partnership interests or other equity interests or (C) purchase,
         redeem or otherwise acquire any Reckson Common Shares, stock, other
         equity interests or securities of Reckson or the partnership interests,
         stock, other equity interests or securities of any Reckson Subsidiary
         or any options, warrants or rights to acquire, or security convertible
         into, Reckson Common Shares, stock, other equity interest or securities
         of Reckson or the partnership interests, stock or other equity
         interests in any Reckson Subsidiary, except in each case (v) in
         connection with Reckson Employee Benefit Plans, (w) pursuant to the
         terms of any LP Units, (x) the issuance of Reckson Common Shares
         pursuant to the terms of the Convertible Senior Notes, (y) upon
         exercise of existing rights in favor of Reckson or (z) use of Reckson
         Common Shares or Common LP Units to pay the exercise price or Tax
         withholding obligation upon the exercise of a Reckson Option or upon
         the vesting or settlement of a Reckson restricted share award, Reckson
         RSU or LTIP OP Unit;


                                       42
<PAGE>

                  (ii) (A) classify or re-classify any unissued Reckson Common
         Shares, shares of stock, units, interests, any other voting or
         redeemable securities (including LP Units or other partnership
         interests) or stock-based performance units of Reckson or any Reckson
         Subsidiary, (B) other than Permitted Issuances, authorize for issuance,
         issue, deliver, sell, or grant Reckson Common Shares, shares of stock,
         units, interests, any other voting or redeemable securities (including
         LP Units or other partnership interests) or stock based performance
         units of Reckson or Reckson Subsidiaries, (C) other than Permitted
         Issuances, authorize for issuance, issue, deliver, sell, or grant any
         option or other right in respect of, any Reckson Common Shares, shares
         of stock, units, interests, any other voting or redeemable securities
         (including LP Units or other partnership interests), or stock-based
         performance units of Reckson or any Reckson Subsidiary or any
         securities convertible into, or any rights, warrants or options to
         acquire, any such shares, units, interests, voting securities or
         convertible or redeemable securities or (D) amend or waive any option
         to acquire Reckson Common Shares (except, with respect to clauses (A),
         (B) and (C), (1) as required under the Operating Partnership Agreement
         as presently in effect, (2) pursuant to the terms of the LP Units, (3)
         in connection with the exercise of Reckson Options or vesting or
         settlement of Reckson RSUs granted under the Reckson Option Plans or
         (4) the exchange of units or LTIP OP Units of the Operating Partnership
         for Reckson securities in accordance with the Operating Partnership
         Agreement);

                  (iii) amend the Reckson Charter or the Reckson Bylaws, or any
         other comparable charter or organizational documents of any Reckson
         Subsidiary;

                  (iv) (A) merge, consolidate or enter into any other business
         combination transaction with any Person (B) acquire (by merger,
         consolidation or acquisition) any corporation, partnership or other
         entity or (C) purchase any equity interest in or all or substantially
         all of the assets of, any Person or any division or business thereof;

                  (v) make, undertake or enter into any new commitments
         obligating Reckson or any Reckson Subsidiary to make, capital
         expenditures; provided however, Reckson or any Reckson Subsidiary may
         make, capital expenditures pursuant to the terms of contracts which
         have been executed prior to the date hereof and in connection with
         amounts payable in respect of existing or future (i) tenant
         improvements, (ii) lease commissions, (iii) obligations under leases,
         (iv) maintenance, repairs and amounts required as a result of
         extraordinary events or emergencies (collectively, the "PERMITTED
         EXPENDITURES") and up to 110% of the total amounts set forth as capital
         expenditures or development costs in the capital expenditure and
         development plan described in Section 4.1(b) of the Reckson Disclosure
         Letter (the "CAPITAL BUDGET");


                                       43
<PAGE>

                  (vi) incur indebtedness (secured or unsecured), except for
         draws under its existing line(s) of credit for purposes of (A) funding
         expenditures pursuant to the Capital Budget and Permitted Expenditures,
         (B) funding other transactions permitted by this Section 4.1 and (C)
         working capital purposes in the ordinary course (including to the
         extent necessary to pay dividends permitted pursuant to Section 4.1(b),
         for purposes of making payments to holders of any indebtedness and to
         pay any transaction expenses incurred in connection with the Mergers or
         the transactions contemplated by this Agreement);

                  (vii) sell, mortgage, subject to Lien, (or, in the case of an
         involuntary Lien, fail to take commercially reasonable action within
         forty-five (45) days of the notice of creation thereof to attempt to
         have such Lien removed), lease (other than leases (other than ground
         leases) as landlord or sublessor in the ordinary course of business) or
         otherwise dispose of any of the Reckson Properties, including by the
         disposition or issuance of equity securities in an entity that owns a
         Reckson Property, except (A) as described in Section 4.1(b) of the
         Reckson Disclosure Letter (and in the amounts so described) or (B) made
         in the ordinary course of business, or (C) pursuant to a binding sales
         contract in existence on the date of this Agreement and set forth in
         Section 4.1(b) of the Reckson Disclosure Letter;

                  (viii) except as set forth in Section 4.1(b) of the Reckson
         Disclosure Letter, (A) assume or guarantee the indebtedness of another
         Person other than wholly owned Reckson Subsidiaries, enter into any
         "keep well" or other agreement to maintain any financial statement
         condition of another Person other than wholly owned Reckson
         Subsidiaries or enter into any arrangement having the economic effect
         of any of the foregoing, (B) prepay, refinance or amend any existing
         indebtedness other than refinancings of existing indebtedness at
         maturity with floating rate debt on customary commercial terms which is
         prepayable without premium or penalty, (C) make any loans, advances,
         capital contributions or investments in any other Person (other than
         wholly-owned Subsidiaries) or (D) other than in connection with the
         incurrence of indebtedness permitted hereunder, pledge or otherwise
         encumber shares of capital stock or securities in Reckson or any
         Reckson Subsidiary;

                  (ix) modify, amend or change any existing Tax Protection
         Agreement in a manner that would adversely affect Reckson, any Reckson
         Subsidiary or any of the Purchaser Parties, or enter into any new Tax
         Protection Agreement;

                  (x) except as required by Law or in the ordinary course of
         business, make or change any material Tax election, change any annual
         Tax accounting period, adopt or change any method of Tax accounting, or
         file any amended Tax Return (in each case, except to the extent
         necessary or appropriate to preserve Reckson's status as a REIT or to
         preserve the status of any Reckson Subsidiary as a partnership,
         "qualified REIT subsidiary" or "taxable REIT subsidiary" for U.S.
         federal income Tax purposes), if such action would have an adverse
         affect on any of the Purchaser Parties that is material;


                                       44
<PAGE>

                  (xi) (A) fail to maintain its books and records in all
         material respects in accordance with GAAP consistently applied, (B)
         change any of its methods, principles or practices of financial
         accounting in effect, other than as required by GAAP, (C) settle or
         compromise any material claim, action, suit, litigation, proceeding,
         arbitration, investigation, audit or controversy relating to Taxes,
         other than settlements or compromises (i) relating to real property
         Taxes or sales Taxes in an amount not to exceed $5,000,000,
         individually or in the aggregate, or (ii) that do not result in a Tax
         liability of Reckson or any Reckson Subsidiary that materially exceeds
         the amount reserved, in accordance with GAAP, with respect to such
         claim, action, or other proceeding, or (D) revalue in any material
         respect any of its assets, including writing-off accounts receivable,
         except, in each of the foregoing cases, as may be required by the SEC,
         applicable Law or GAAP (in which case, Reckson shall promptly inform
         Purchaser of such changes);

                  (xii) settle or compromise any material litigation, including
         any shareholder derivative or class action claims other than
         settlements or compromises for litigation providing solely for the
         payment of money damages where the amount paid (after reduction by any
         insurance proceeds actually received or appropriate credits are applied
         from self-insurance reserves) in settlement or compromise does not
         exceed $10,000,000, which provide for a complete release of Reckson and
         each applicable Reckson Subsidiary of all claims and which do not
         provide for any admission of liability by Reckson or any Reckson
         Subsidiary;

                  (xiii) except as set forth in Section 4.1(b) of the Reckson
         Disclosure Letter, or as required by Law or any Reckson Employee
         Benefit Plan, (A) other than in connection with renewals of broad-based
         plans on substantially equivalent terms and other changes in
         broad-based plans that do not increase the cost thereof in any material
         respect, amend, modify, alter or terminate any existing Reckson
         Employee Benefit Plan or adopt any new employee benefit plan, incentive
         plan, severance plan or agreement, bonus plan, compensation, special
         remuneration, retirement, health, life, disability, stock option or
         other plan, program, agreement or arrangement that would be a Reckson
         Employee Benefit Plan if it had been in existence on the date hereof,
         (B) grant any new Reckson Options, Reckson restricted share awards or
         any other Reckson equity-based awards (including any LTIP OP Units and
         other Partnership Units), (C) materially increase the compensation,
         bonus or fringe or other benefits of, or pay any discretionary bonus of
         any kind or amount whatsoever to, any current or former director,
         officer, employee or consultant, (D) other than in connection with the
         severance policy described in Section 4.1(b) of the Reckson Disclosure
         Letter, grant or pay any severance or termination pay to, or increase
         in any material manner the severance or termination pay of, any current
         or former director, officer, employee or consultant of the Company or
         any Reckson Subsidiary, (E) increase the number of its full-time
         permanent employees by more than 10 net adds or (F) establish, pay,
         agree to grant or increase any stay bonus, retention bonus or any
         similar benefit under any plan, agreement, award or arrangement;


                                       45
<PAGE>

                  (xiv) except as provided in Section 4.1(b) of the Reckson
         Disclosure Letter or as otherwise permitted pursuant to this Agreement
         and other than in the ordinary course of business, amend or terminate,
         or waive compliance with the terms of or breaches under, or assign any
         material rights or claims under, any material term of any Material
         Contract described in clause (III), (IV) or (V) of the definition
         thereof or clause (II) of the definition thereof (provided for purposes
         of this clause (xiv) only the reference to $10,000,000 shall be deemed
         to be a reference to $5,000,000) or enter into a new contract,
         agreement or arrangement that constitutes a service contract with a
         term of over 12 months or that, if entered into prior to the date of
         this Agreement, would have been a Material Contract described in clause
         (III), (IV) or (V) of the definition thereof or clause (II) of the
         definition thereof (provided for purposes of this clause (xiv) only the
         reference to $10,000,000 shall be deemed to be a reference to
         $5,000,000), in each case if the effect thereof would have an Reckson
         Material Adverse Effect.

                  (xv) fail to use its commercially reasonable efforts to comply
         or remain in compliance with all material terms and provisions of any
         agreement relating to any outstanding indebtedness of Reckson or any
         Reckson Subsidiary (in each case after giving effect to any applicable
         waivers);

                  (xvi) fail to duly and timely file all material reports and
         other material documents required to be filed with all Governmental
         Entities and other authorities (including the New York Stock Exchange),
         subject to extensions permitted by Law;

                  (xvii) except as provided in Section 5.6, authorize,
         recommend, propose, adopt or announce an intention to adopt a plan of
         complete or partial liquidation, dissolution, merger, consolidation,
         restructuring, recapitalization or other reorganization of Reckson or
         any of the Reckson Subsidiaries;

                  (xviii) except in connection with a right being exercised by a
         tenant under an existing lease (and in accordance with the terms and
         conditions thereof), enter into any new lease for in excess of 25,000
         square feet of net rentable area at an Reckson Property;

                  (xix) take any action or fail to take any action, which could
         reasonably be expected to cause Reckson to fail to qualify as a REIT;
         or

                  (xx) agree in writing or otherwise to take any action
         inconsistent with any of the foregoing.

         Section 4.2. Conduct of Business by Parent. (a) During the period from
the date of this Agreement to the earlier of the termination of this Agreement
or the Partnership Merger Effective Time, Parent shall, and shall cause each of
its Subsidiaries to (i) carry on its businesses in the usual, regular and
ordinary course consistent with its good business judgment and (ii) to the
extent consistent with the foregoing clause (i), use its commercially reasonable
efforts to preserve intact in all material respects its current business
organization, goodwill, ongoing businesses and relationships with third parties
and to maintain the status of Parent as a REIT within the meaning of Section 856
of the Code.


                                       46
<PAGE>

                  (b) Without limiting the generality of the foregoing, during
the period from the date of this Agreement to the earlier of the termination of
this Agreement or the Partnership Merger Effective Time, except as otherwise
expressly provided or permitted by this Agreement, as set forth in Section
4.2(b) of the Parent Disclosure Letter, to the extent consented to by Reckson in
advance and in writing (which consent shall not be unreasonably withheld,
delayed or conditioned), as contemplated by any Parent employee or executive
benefit or compensation plan, however characterized, as required by existing
agreements, or as required by Parent or its Affiliates duties to joint venture
partners or minority shareholders of any Parent Affiliate, Parent shall not and
shall not authorize or commit or agree to, and shall cause the other Parent
Subsidiaries not to (and not to authorize or commit or agree to):

                           (i) (A) declare, set aside for payment or pay any
         dividends on, or make any other actual, constructive or deemed
         distributions (whether in cash, shares, property or otherwise) in
         respect of, any of Parent's shares, stock or the partnership interests,
         shares, stock or other equity interests in any Parent Subsidiary that
         is not directly or indirectly wholly owned by Parent, other than (i)
         regular, cash distributions at a rate not in excess of $0.60 per share
         of Parent Common Stock, declared and paid quarterly, and (ii) pro rata
         dividends or distributions, declared, set aside or paid by any
         non-wholly-owned Parent Subsidiary to Parent or any Parent Subsidiary;
         provided that Parent may declare and pay dividends or distributions to
         the extent required to maintain its status as a REIT or to eliminate
         any U.S. federal income or excise Taxes otherwise payable, (B) except
         as set forth in Section 4.2(b)(i) of the Parent Disclosure Letter or
         pursuant to the terms of any Parent employee benefit plans (or the
         award agreements thereunder), split, combine or reclassify any shares,
         stock, partnership interests or other equity interest or issue or
         authorize the issuance of any securities in respect of, in lieu of or
         in substitution for shares of such shares, stock, partnership interests
         or other equity interests or (C) purchase, redeem or otherwise acquire
         any Parent Common Stock, stock, other equity interests or securities of
         Parent or the partnership interests, stock, other equity interests or
         securities of any Parent Subsidiary or any options, warrants or rights
         to acquire, or security convertible into, Parent Common Stock, stock,
         other equity interest or securities of Parent or the Parent partnership
         interests, stock or other equity interests in any Parent Subsidiary,
         except in each case in connection with Parent employee benefit plans;

                           (ii) (A) classify or re-classify any unissued Parent
         Common Stock, shares of stock, units, interests, any other voting or
         redeemable securities (including Parent Operating Partnership
         interests) or stock-based performance units of Parent or the Parent
         Operating Partnership, (B) other than issuances for cash in an
         underwritten public offering or issuances of units of the Parent
         Operating Partnership to purchase assets, authorize for issuance,
         issue, deliver, sell, or grant any shares of Parent Common Stock,
         shares of stock, units, interests, any other voting or redeemable
         securities (including Parent Operating Partnership interests) or stock
         based performance units of Parent or the Parent Operating Partnership,
         (C) authorize for issuance, issue, deliver, sell, or grant any option
         or other right in respect of, any Parent Common Stock, shares of stock,
         units, interests, any other voting or redeemable securities (including
         partnership interests), or stock-based performance units of Parent or
         the Parent Operating Partnership or any securities convertible into, or
         any rights, warrants or options to acquire, any such shares, units,
         interests, voting securities or convertible or redeemable securities
         other than pursuant to employee benefit plans or (D) amend or waive any
         option to acquire Parent Common Stock;


                                       47
<PAGE>

                           (iii) amend the Parent Charter or the Parent Bylaws,
         or any other comparable charter or organizational documents of the
         Parent Operating Partnership, other than as required in connection with
         the issuances of Parent capital stock (including preferred stock) in an
         underwritten cash offering;

                           (iv) (A) merge, consolidate or enter into any other
         business combination transaction with any Person (B) acquire (by
         merger, consolidation or acquisition) any corporation, partnership or
         other entity or (C) purchase any equity interest in or all or
         substantially all of the assets of, any Person, or any division or
         business thereof; provided that this clause (iv) shall not in any way
         prohibit Parent or any of its Subsidiaries from entering into or
         consummating any transactions involving cash consideration or units of
         the Parent Operating Partnership, or a combination thereof, with
         respect to real property or any interest therein (in each case,
         including buildings, structures and other improvements and fixutres
         located thereon), other than acquisitions of a controlling equity
         interest in or a substantial portion of the assets of, any Person that
         has a class of securities subject to the reporting obligations of the
         Exchange Act;

                           (v) except as provided in Section 5.6, authorize,
         recommend, propose, adopt or announce an intention to adopt a plan of
         complete or partial liquidation, dissolution, merger, consolidation,
         restructuring, recapitalization or other reorganization of Parent or
         any of the Parent Subsidiaries;

                           (vi) take any action, or fail to take any action,
         which could reasonably be expected to cause Parent to fail to qualify
         as a REIT; or

                           (vii) agree in writing or otherwise to take any
         action inconsistent with any of the foregoing.

                                   ARTICLE V

                              ADDITIONAL COVENANTS

         Section 5.1. Preparation of Proxy Statement; Shareholders' Meeting;
Preparation of Form S-4 Registration Statement.

                  (a) As soon as practicable following the date of this
Agreement, Reckson shall prepare and file with the SEC a preliminary Proxy
Statement for the purpose of calling the Reckson Shareholder Meeting to obtain
the Reckson Shareholder Approval; provided that Reckson shall consult with
Purchaser and provide Purchaser a reasonable opportunity to review and comment
on such preliminary Proxy Statement prior to filing. The parties shall
reasonably cooperate with each other in the preparation of the Proxy Statement
and to have such document cleared by the SEC as promptly as practicable after
such filing. Reckson will notify Purchaser promptly following the receipt of any
comments from the SEC and of any request by the SEC for amendments or
supplements to the Proxy Statement or for additional information and will supply
Purchaser with copies of all correspondence with the SEC with respect to the
Proxy Statement. The Proxy Statement, and any supplement or amendment thereto,
shall comply in all material respects with all applicable requirements of Law.
Reckson shall date the Proxy Statement as of the approximate date of mailing to
Reckson shareholders and shall use its commercially reasonable efforts to cause
the Proxy Statement to be mailed to Reckson shareholders at the earliest
practicable date. Whenever any event occurs which is required to be set forth in
an amendment or supplement to the Proxy Statement, (i) Purchaser or Reckson, as
the case may be, shall promptly inform the other of such occurrences, (ii)
Reckson shall prepare and file with the SEC any such amendment or supplement to
the Proxy Statement; provided, however, that no amendment or supplement to the
Proxy Statement will be made without prior consultation with Purchaser and
providing Purchaser a reasonable opportunity to review and comment on such
amendment or supplement, (iii) Reckson shall use its commercially reasonable
efforts to have any such amendment or supplement cleared for mailing, to the
extent necessary, to Reckson shareholders as promptly as practicable after such
filing and (iv) Reckson shall use its commercially reasonable efforts to have
any such amendment or supplement mailed to Reckson shareholders at the earliest
practicable date.


                                       48
<PAGE>

                  (b) Subject to Section 5.6(a), Reckson will, as soon as
practicable, but in no event more than five (5) Business Days, following the
date on which the Proxy Statement is cleared by the SEC, duly call, give notice
of, and as soon as practicable convene and hold the Reckson Shareholder Meeting,
for the purpose of obtaining the Reckson Shareholder Approval. Reckson will,
through the Reckson Board of Directors, recommend to Reckson shareholders
approval of the Merger and the other transactions contemplated hereby and
further covenants that the Proxy Statement will include such recommendation (the
"RECKSON RECOMMENDATION"), except to the extent that the Reckson Board of
Directors shall have modified qualified or withdrawn such recommendation in
accordance with Section 5.6(a) or to the extent that the Reckson Board of
Directors determines in good faith, that failure to modify, qualify or withdraw
such recommendation would breach their duties to Reckson or Reckson
shareholders.

                  (c) Parent shall, as promptly as practicable following the
date of this Agreement, prepare and file with the SEC a registration statement
on Form S-4 (the "FORM S-4 REGISTRATION STATEMENT"), containing the Proxy
Statement and prospectus, in connection with the registration under the
Securities Act of Parent Common Stock issuable as Merger Consideration pursuant
to the Mergers. Each of Parent and Reckson shall use reasonable commercial
efforts to cause the Form S-4 Registration Statement to be filed with the SEC by
September 6, 2006 or earlier if practicable. Parent shall, and shall cause their
accountants and attorneys to, use their reasonable best efforts to have or cause
the Form S-4 Registration Statement declared effective as promptly as
practicable, including, causing their accountants to deliver necessary or
required instruments such as opinions and certificates, and will take any other
action reasonably required or necessary to be taken under federal or state
securities laws or otherwise in connection with the registration process. Each
of Parent and Reckson shall promptly furnish the other all information
concerning it as may be required for inclusion in the Proxy Statement or Form
S-4 Registration Statement. Reckson shall cooperate with Parent in the
preparation of the Form S-4 Registration Statement in a timely fashion and shall
use reasonable best efforts to assist Parent in having the Form S-4 Registration
Statement declared effective by the SEC as promptly as practicable. If, at any
time prior to the Effective Time, Reckson shall obtain knowledge of any
information pertaining to Reckson that would require any amendment or supplement
to the Form S-4 Registration Statement, Reckson shall so advise Parent and shall
promptly furnish Parent with all information as shall be required for such
amendment or supplement, and shall promptly amend or supplement the Form S-4
Registration Statement.


                                       49
<PAGE>

                  (d) If on the date of the Reckson Shareholders Meeting,
Reckson has not received proxies representing a sufficient number of Reckson
Common Shares to approve the Merger, Reckson shall adjourn the Reckson
Shareholder Meeting until such date as shall be mutually agreed upon by Reckson
and Purchaser, which date shall not be less than 5 days nor more than 10 days
after the date of adjournment, and subject to the terms and conditions of this
Agreement shall continue to use its commercially reasonable efforts, together
with its proxy solicitor, to assist in the solicitation of proxies from
shareholders relating to the Reckson Shareholder Approval. Reckson shall only be
required to adjourn or postpone the Reckson Shareholders Meeting one time
pursuant to this Section 5.1(d).

         Section 5.2. Access to Information; Confidentiality and Confidentiality
Agreement.

                  (a) Each party hereto and its respective Subsidiaries shall
afford to the other party and such other party's officers, employees,
accountants, counsel, financial advisors and other representatives and
Affiliates, reasonable access during normal business hours and upon reasonable
advance notice to all of its properties, offices, books, contracts, commitments,
personnel and records, and, during such period, shall furnish reasonably
promptly to such other party (i) a copy of each report, schedule, registration
statement and other document filed by it during such period pursuant to the
requirements of federal or state securities Laws and (ii) all other information
(financial or otherwise) concerning its business, properties and personnel as
such other party may reasonably request. Notwithstanding the foregoing, no
Person shall be required by this Section 5.2 to provide any other party or such
party's representatives with (i) access to physical properties for the purpose
of invasive physical testing or (ii) any information that such party reasonably
believes it may not provide to any other party by reason of applicable Law which
constitutes information protected by attorney/client privilege, or which such
party is required to keep confidential by reason of contract, agreement or
understanding with third parties. Such other party shall, in the exercise of the
rights described in this Section 5.2(a), not unduly interfere with the operation
of the businesses of the party providing the access and information.

                  (b) Each of the Purchaser Parties will hold, and will cause
its respective officers, employees, accountants, counsel, financial advisors and
other representatives and Affiliates to hold, any nonpublic information in
confidence to the extent required by, and in accordance with, and will otherwise
comply with the terms of the letter agreement between Reckson and Parent dated
as of July 14, 2006 (as may be amended, the "CONFIDENTIALITY AGREEMENT").

                  (c) Subject to applicable Law and legal process, Reckson and
the Operating Partnership shall and shall cause each of the Reckson Subsidiaries
and all of their its respective officers, employees, accountants, counsel,
financial advisors and other representatives and Affiliates to hold all
non-public information received concerning the business and affairs of the
Purchaser Parties and any of their respective Subsidiaries in strict confidence.


                                       50
<PAGE>

         Section 5.3. Reasonable Efforts.

                  (a) Upon the terms and subject to the conditions set forth in
this Agreement, each of the Purchaser Parties, Reckson and the Operating
Partnership agrees to use its commercially reasonable efforts to take, or cause
to be taken, all actions and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things necessary, proper or
advisable to fulfill all conditions applicable to such party pursuant to this
Agreement and to consummate and make effective, as promptly as reasonably
practicable, the Mergers and the other transactions contemplated by this
Agreement, including (i) the obtaining of all necessary, proper or advisable
actions or nonactions, waivers, consents and approvals from Governmental
Entities and other third parties and the making of all necessary, proper or
advisable registrations, filings and notices and the taking of all reasonable
steps as may be necessary to obtain an approval, waiver, consent or exemption
from any Governmental Entity, (ii) the obtaining of all necessary, proper or
advisable consents, approvals, waivers or exemptions from non-governmental third
parties, (iii) the execution and delivery of any additional documents or
instruments necessary, proper or advisable to consummate the transactions
contemplated by, and to fully carry out the purposes of this Agreement, and (iv)
the obtaining of customary tenant estoppels with respect to the Reckson Leases
or other reasonable requests for estoppels, provided, however, that the failure
to obtain any such estoppels shall not be considered to be a breach of this
Agreement.

                  (b) Reckson and the Operating Partnership shall give prompt
notice to the Purchaser Parties and the Purchaser Parties shall give prompt
notice to Reckson and the Operating Partnership, if (i) any representation or
warranty made by it contained in this Agreement that is qualified as to
materiality becomes untrue or inaccurate in any respect or any such
representation or warranty that is not so qualified becomes untrue or inaccurate
in any material respect such that the applicable closing conditions are
incapable of being satisfied by the Termination Date or (ii) it fails to comply
with or satisfy in any material respect any covenant, condition or agreement to
be complied with or satisfied by it under this Agreement such that the
applicable closing conditions are incapable of being satisfied by the
Termination Date; provided, however, that no such notification shall affect the
representations, warranties, covenants or agreements of the parties or the
conditions to the obligations of the parties under this Agreement.

         Section 5.4. Transfer Taxes. Purchaser shall prepare, execute and file,
or cause to be prepared, executed and filed, all returns, questionnaires,
applications or other documents regarding any real property transfer or gains,
sales, use, transfer, value added stock transfer and stamp Taxes, any transfer,
recording, registration and other fees and any similar Taxes which become
payable in connection with the transactions contemplated by this Agreement other
than any such Taxes that are solely the responsibility of the holders of Reckson
Common Shares or LP Units under applicable Law (together, with any related
interest, penalties or additions to Tax, "TRANSFER AND GAINS TAXES"). Purchaser
shall pay or cause to be paid all such Transfer and Gains Taxes (other than any
such Taxes that are solely the responsibility of the holders of Reckson Common
Shares or LP Units under applicable Law), without any deduction or withholding
from the Merger Consideration or the Partnership Merger Consideration.


                                       51
<PAGE>

         Section 5.5. No Solicitation of Transactions.

                  (a) Subject to Section 5.6, none of Reckson, the Operating
Partnership or any other Reckson Subsidiary shall, nor shall it authorize or
permit, directly or indirectly, any officer, director, employee, agent,
investment banker, financial advisor, attorney, broker, finder or other agent,
representative or Affiliate of Reckson, the Operating Partnership or any other
Reckson Subsidiary to initiate, solicit, encourage or facilitate (including by
way of furnishing nonpublic information or assistance) any inquiries or the
making of any proposal or other action that constitutes, or may reasonably be
expected to lead to, any Competing Transaction (as defined herein), or enter
into discussions or negotiate with any Person in furtherance of such inquiries
or to obtain a Competing Transaction Reckson and the Operating Partnership shall
take, and shall cause the other Reckson Subsidiaries to take, all actions
reasonably necessary to cause their respective officers, directors, employees,
investment bankers, financial advisors, attorneys, brokers, finders and any
other agents, representatives or Affiliates to, immediately cease any
discussions, negotiations or communications with any party or parties with
respect to any Competing Transaction; provided, however, that nothing in this
sentence shall preclude Reckson, the Operating Partnership or any other Reckson
Subsidiary or their respective officers, trustees, directors, employees,
investment bankers, financial advisors, attorneys, brokers, finders and any
other agents, representatives or Affiliates from complying with the provisions
of the last sentence of this Section 5.5(a). Reckson, the Operating Partnership
and the Reckson Subsidiaries shall be responsible for any failure on the part of
their respective officers, directors, employees, investment bankers, financial
advisors, attorneys, brokers, finders and any other agents, representatives or
Affiliates to comply with this Section 5.5(a). Purchaser Parties acknowledge
that, effective as of the date of this Agreement, Reckson waives all standstill
or similar provisions of any agreement, letter or understanding for the benefit
of it or any of the Reckson Subsidiaries that would in any way prohibit any
Person from making or otherwise facilitate the making of a proposal with respect
to a Competing Transaction. Reckson shall request each Person that has
heretofore executed a confidentiality agreement in connection with its
consideration of acquiring (whether by merger, acquisition, stock sale, asset
sale or otherwise) Reckson, the Operating Partnership or any other Reckson
Subsidiary, or any material position of their assets, if any, to return or
destroy all confidential information heretofore furnished to such Person by or
on behalf of Reckson, the Operating Partnership or any other Reckson Subsidiary.

                  (b) Reckson and the Operating Partnership shall notify
Purchaser of, promptly following receipt, all relevant details relating to any
proposal (including the identity of the parties and all material terms thereof)
which any of Reckson, the Operating Partnership or any of the other Reckson
Subsidiaries or any such officer, director, employee, agent, investment banker,
financial advisor, attorney, broker, finder or other representative or Affiliate
may receive after the date hereof relating to a Competing Transaction and shall
keep Purchaser reasonably informed on a prompt basis as to the status of and any
material developments regarding any such proposal.

                  (c) For purposes of this Agreement, a "COMPETING TRANSACTION"
means any of the following (other than the transactions expressly provided for
in this Agreement): (i) any merger, consolidation, share exchange, business
combination or similar transaction involving Reckson or the Operating
Partnership ; (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition of 40% or more of the fair market value of the assets
(including by means of an issuance, sale or other disposition of voting
securities) of Reckson and the Reckson Subsidiaries, taken as a whole, or of 40%
or more of any class of voting securities of Reckson, in a single transaction or
series of related transactions, excluding any bona fide financing transactions
that do not, individually or in the aggregate, have as a purpose or effect the
sale or transfer of control of such assets; or (iii) any tender offer or
exchange offer for 40% or more of any class of voting securities of Reckson.

                                       52
<PAGE>

                  (d) For purposes of this Agreement, a "SUPERIOR COMPETING
TRANSACTION" means a bona fide unsolicited written proposal for a Competing
Transaction made by a third party that the Reckson Board of Directors determines
(after taking into account any amendments to this Agreement entered into or
which Purchaser irrevocably covenants to enter into and for which all internal
approvals of Purchaser have been obtained prior to the date of such
determination), in good faith and after consultation with its financial and
legal advisors, is on terms that are more favorable, taking into account
financial terms, the conditions to the consummation thereof and the likelihood
of the Competing Transaction proposal being consummated, to the Reckson Common
Shareholders than the Mergers and the other transactions contemplated by this
Agreement.

         Section 5.6. Board Actions.

                  (a) Notwithstanding Section 5.5 or any other provision of this
Agreement to the contrary, following the receipt by Reckson or any Reckson
Subsidiary of a proposal from a third party for a Competing Transaction (which
was not solicited, encouraged or facilitated in violation of Section 5.5), if
the Reckson Board of Directors determines in good faith following consultation
with its legal and financial advisors that such proposal for a Competing
Transaction is or is reasonably likely to lead to a Superior Competing
Transaction, the Reckson Board of Directors may (directly or through officers or
advisors) (i) furnish nonpublic information with respect to Reckson and the
Reckson Subsidiaries to the Person that made such proposal (provided that
Reckson shall furnish such information pursuant to a confidentiality agreement
unless the third party is already a party thereto), (ii) disclose to Reckson
shareholders any information required to be disclosed under applicable Law,
(iii) participate in discussions and negotiations regarding such proposal and
(iv) following receipt of a proposal for a Competing Transaction that
constitutes a Superior Competing Transaction, but prior to the Reckson
Shareholder Approval, (A) withdraw or modify in a manner adverse to Purchaser,
or fail to make, the Reckson Recommendation or recommend that the Reckson Common
Shareholders approve such Superior Competing Transaction, (B) terminate this
Agreement pursuant to and subject to compliance with, Section 7.1(g) and (C)
take any action that any court of competent jurisdiction orders Reckson to take.
Nothing in this Section 5.6 or elsewhere in this Agreement shall prevent the
Reckson Board of Directors from complying with Rule 14d-9 or Rule 14e-2(a)
promulgated under the Exchange Act with respect to a Competing Transaction or
from issuing a stop, look and listen announcement or otherwise making any
required disclosure to Reckson shareholders if, in the good faith judgment of
the Reckson Board of Directors, after consultation with outside legal counsel,
failure to do so would be inconsistent with its obligations under applicable
Law, including Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of
Regulation M-A; provided, however, that neither Reckson nor the Reckson Board of
Directors shall be permitted to recommend a Competing Transaction which is not a
Superior Competing Transaction.


                                       53
<PAGE>

                  (b) The Reckson Board of Directors shall not take any of the
actions referred to in clause (iv) of Section 5.6(a) (i) until at least three
(3) Business Days after giving notice to Purchaser that the Competing
Transaction constitutes a Superior Competing Transaction (a "SUPERIOR NOTICE")
accompanied by a copy of the form of definitive agreement (if any) that is
proposed to be entered into in respect of the Competing Transaction, and (ii)
unless the Reckson Board shall have concluded following the end of such three
(3) Business Day period that, taking into account any amendment to this
Agreement entered into or that Purchaser irrevocably covenants to enter into and
for which all internal approvals of Purchaser have been obtained since receipt
of such notice, in each case, prior to the end of such three Business Day
period, such Superior Competing Transaction remains a Superior Competing
Transaction.

         Section 5.7. Public Announcements. Reckson, the Operating Partnership
and Purchaser shall consult with each other before issuing any press release or
otherwise making any public statements or filings with respect to this Agreement
or any of the transactions contemplated hereby and shall not issue any such
press release or make any such public statement or filing without the prior
consent of the other party, which consent shall not be unreasonably withheld or
delayed; provided, however, that a party may, without the prior consent of the
other party, issue such press release or make such public statement or filing as
may be required by Law or the applicable rules of any stock exchange if it has
used its commercially reasonable efforts to consult with the other party and to
obtain such party's consent but has been unable to do so prior to the time such
press release or public statement or filing is required to be released, filed or
furnished pursuant to such Law.

         Section 5.8. Employee Arrangements.

                  (a) From the Effective Time through the first anniversary (or,
if earlier, such time as the Covered Employee is no longer employed by Purchaser
or its Affiliates) thereof (the "COVERED PERIOD"), Purchaser shall, or shall
cause the Surviving Company to, provide each employee of Reckson and the Reckson
Subsidiaries as of the Effective Time who the Surviving Company, the Surviving
Partnership or the Purchaser Parties employ following the Effective Time
(collectively, the "COVERED EMPLOYEES") with employee benefits and compensation
plans, programs and arrangements that are substantially similar, in the
aggregate, to the employee benefits and compensation plans, programs and
arrangements (but for the avoidance of doubt shall not be required to be
replicated on a plan for plan or agreement for agreement basis), excluding
equity and equity-based plans and awards of interests in the Operating
Partnership provided by Reckson and the Reckson Subsidiaries, as the case may
be, to each such Covered Employee immediately prior to the Effective Time.
Notwithstanding anything contained herein to the contrary, from and after the
Effective Time, a Covered Employee whose employment terminates during the
Covered Period shall be entitled to receive the severance payments and benefits
provided under and in accordance with the terms and conditions of the severance
policy described in Section 4.1(b) of the Reckson Disclosure Letter (without
amendment on or after the Effective Time). Notwithstanding anything in this
Agreement to the contrary, following the Effective Time, the employment of the
Covered Employees who are covered by a Collective Bargaining Agreement shall in
all events be in accordance with the terms and conditions of such agreements.


                                       54
<PAGE>

                  (b) From and after the Effective Time, Purchaser shall (i)
provide the Covered Employees with service credit for purposes of eligibility,
participation and vesting and levels of benefit accruals (but not for benefit
accruals under any defined benefit pension plan of Purchaser or any of its
Subsidiaries), under any employee benefit or compensation plan, program or
arrangement adopted, maintained or contributed to by Purchaser, Surviving
Company or any of their respective Subsidiaries in which (and to the extent)
such Covered Employees are eligible to participate, for all periods of
employment with Reckson or any Reckson Subsidiary (or their predecessor
entities) prior to the Effective Time, (ii) cause any pre-existing conditions or
limitations, eligibility waiting periods or required physical examinations under
any welfare benefit plans of Purchaser, Surviving Company or any of their
respective Subsidiaries to be waived with respect to the Covered Employees and
their eligible dependents, and (iii) give the Covered Employees and their
eligible dependents credit for the plan year in which the Effective Time (or
commencement of participation in a plan of Purchaser, Surviving Company or any
of their respective Subsidiaries) occurs towards applicable deductibles and
annual out-of-pocket limits for expenses incurred prior to the Effective Time
(or the date of commencement of participation in a plan of Purchaser, Surviving
Company or any of their respective Subsidiaries).

                  (c) Parent shall, and shall cause the Surviving Company and
its Subsidiaries to, take all action necessary to effectuate and satisfy, the
agreements and obligations set forth in Section 5.8(c) of the Reckson Disclosure
Letter.

                  (d) At the Effective Time, Parent shall cause the Surviving
Company and its Subsidiaries to take the actions set forth in Section 5.8(d) of
the Reckson Disclosure Letter with respect to the life insurance policies set
forth on such schedule.

         Section 5.9. Indemnification; Directors' and Officers'
Insurance.

                  (a) In the event of any threatened or actual claim, action,
suit, demand, proceeding or investigation, whether civil, criminal or
administrative, including any such claim, action, suit, proceeding or
investigation in which any Person who is now, or has been at any time prior to
the date hereof, or who becomes prior to the Effective Time, a trustee, director
or officer, partner or member of Reckson or any of the Reckson Subsidiaries
(each, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") is,
or is threatened to be, made a party based in whole or in part on, or arising in
whole or in part out of, or pertaining to (i) the fact that he or she is or was
a trustee, director, officer, partner or member of Reckson or any of the Reckson
Subsidiaries, or is or was serving at the request of Reckson or any of the
Reckson Subsidiaries as a trustee, director, officer, partner or member of
another corporation, partnership, joint venture, trust or other enterprise, in
each case, at or prior to the Effective Time or (ii) the negotiation, execution
or performance of this Agreement, any agreement or document contemplated hereby
or delivered in connection herewith, or any of the transactions contemplated
hereby, from and after the Effective Time, the Purchaser Parties and the
Surviving Company (together with Reckson, the "INDEMNITORS"), shall jointly and
severally indemnify and hold harmless, as and to the fullest extent permitted by
Law, each Indemnified Party against any losses, claims, damages, Liabilities,
costs, expenses (including reasonable attorneys' fees and expenses), judgments,
fines and amounts paid in settlement in connection with any such threatened or
actual claim, action, suit, demand, proceeding or investigation (collectively,
"INDEMNIFIABLE AMOUNTS"), and in the event of any such threatened or actual
claim, action, suit, proceeding or investigation (whether asserted before or
after the Effective Time), the Indemnitors, shall promptly (but in any event
within ten (10) calendar days of written request) advance expenses pending the
final disposition of any such threatened or actual claim, action, suit, demand,
proceeding or investigation to each Indemnified Party to the fullest extent
permitted by applicable Law. For purposes of clarification, no person who is a
representative of any Joint Venture partner unaffiliated with Reckson on any
governing body of any Joint Venture shall be entitled to indemnification as a
result of this Section 5.9.


                                       55
<PAGE>

                  (b) Each of the Purchaser Parties agrees that all rights to
indemnification and contribution existing in favor of, and all exculpations and
limitations of the personal liability of, the Indemnified Parties provided for
in the Reckson Charter or the Reckson Bylaws, as well as all existing
indemnification agreements with respect to matters occurring at or prior to the
Effective Time, including the Merger, shall continue in full force and effect in
accordance with their terms. Subject to Section 5.9 of the Seller Disclosure
Letter, Reckson shall prior to the Effective Time obtain and fully pay for a
policy (providing coverage for the Indemnified Parties) with a claims period of
at least six (6) years from the Effective Time from an insurance carrier with
the same or better credit rating as Reckson's current insurance carrier with
respect to directors' and officers' liability insurance in an amount and scope
no less favorable than Reckson's existing policies with respect to matters
existing or occurring at or prior to the Effective Time.

                  (c) This Section 5.9 is intended for the irrevocable benefit
of, and to grant third-party rights to, the Indemnified Parties and shall be
binding on all successors and assigns of Parent, Reckson and the Surviving
Company. Each of the Indemnified Parties shall be entitled to enforce the
covenants contained in this Section 5.9.

                  (d) In the event that Parent or the Surviving Company (i)
consolidates with or merges into any other Person or entity and shall not be the
continuing or surviving entity of such consolidation or merger or (ii) transfers
or conveys all or substantially all of its properties and assets to any person
or entity, then, and in each such case, proper provision shall be made so that
such continuing or surviving entity or transferee, as the case may be, assumes
the obligations set forth in this Section 5.9.

         Section 5.10. Financing.

                  (a) The Purchaser Parties shall use their commercially
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable to (i) maintain in
effect the Financing Commitment, and to satisfy the conditions to obtaining the
financing set forth therein, (ii) enter into definitive financing agreements
with respect to the financings contemplated by the Financing Commitment
(collectively, the "FINANCING AGREEMENTS"), so that the Financing Agreements are
in effect as promptly as practicable, and (iii) consummate the financings
contemplated by the Financing Agreements at or prior to the Closing. The
Purchaser Parties shall keep Reckson informed of the status of the financing
process relating thereto. Reckson shall provide such cooperation as may be
reasonably requested by the Purchaser Parties in connection with the financing;
provided, however, that Reckson shall not be required to provide any such
assistance that would unreasonably interfere with the businesses or operations
of Reckson; provided, further, however, that without Reckson's consent, in no
event, whether in connection with the Financings contemplated by the Financing
Agreements or otherwise, shall any property-level due diligence involve
environmental tests or assessments. The Purchaser Parties shall indemnify
Reckson and its Affiliates, including without limitation its directors and
officers, for any Liabilities incurred by Reckson or its Affiliates, including
without limitation its directors and officers, that result from actions taken by
Reckson or its Affiliates at the request of the Purchaser Parties.


                                       56
<PAGE>

                  (b) If, notwithstanding the use of commercially reasonable
efforts by the Purchaser Parties to satisfy their obligations under this Section
5.10, any of the Financing Commitment or Financing Agreements expire, are
terminated or otherwise become unavailable prior to the Closing, in whole or in
part, for any reason, the Purchaser Parties shall (i) immediately notify Reckson
of such expiration, termination or other unavailability and the reasons therefor
and (ii) use their commercially reasonable efforts promptly to arrange for
alternative financing to replace the Financing contemplated by such expired,
terminated or otherwise unavailable commitments or agreements in an amount
sufficient to consummate the transactions contemplated by this Agreement.

         Section 5.11. Convertible Senior Notes. Reckson and the Operating
Partnership shall, and shall cause the Reckson Subsidiaries to, reasonably
promptly after receipt of written instruction to do so by the Purchaser, deliver
a notice to the holders of the Convertible Senior Notes providing that the
Operating Partnership elects to change the exchange obligation under the
Convertible Senior Notes, subject to, conditioned upon, and after, the
consummation of the Mergers, into an obligation to deliver upon a subsequent
exchange of Convertible Senior Notes, cash, shares of Acquirer Common Stock (as
defined in the Officers Certificate setting forth the terms and conditions of
the Convertible Senior Notes), or a combination thereof in accordance with
Section 4.10 of such Officers Certificate.

         Section 5.12. Allocation of Merger Consideration. The Purchaser Parties
shall prepare an allocation of the Merger Consideration (including an allocation
of the Stock Consideration and the Cash Consideration) and all other capitalized
costs among the assets of Reckson in accordance with Section 1060 of the Code
and Treasury regulations thereunder (and any similar provision of state, local
or foreign law, as appropriate). Neither the Purchaser Parties nor Reckson shall
take any position for Tax purposes (whether in audits, Tax Returns, or
otherwise) that is inconsistent with such allocation, except to the extent
required to do so by applicable law or pursuant to a determination (within the
meaning of Section 1313(a) of the Code).



                                   ARTICLE VI
                              CONDITIONS PRECEDENT

         Section 6.1. Conditions to Each Party's Obligation to Effect the
Mergers. The respective obligations of Reckson, the Operating Partnership, and
the Purchaser Parties to effect the Mergers and to consummate the other
transactions contemplated by this Agreement on the Closing Date are subject to
the satisfaction or waiver on or prior to the Closing Date of the following
conditions:


                                       57
<PAGE>

         (a)      Shareholder and Partner Approvals. The Reckson Shareholder
                  Approval of the Merger and the Reckson Partner Approval of the
                  Partnership Merger shall have been obtained.

         (b)      No Injunctions or Restraints. No temporary restraining order,
                  preliminary or permanent injunction or other Order issued by
                  any court of competent jurisdiction or other legal restraint
                  or prohibition preventing the consummation of the Merger, the
                  Partnership Merger or any of the other transactions or
                  agreements contemplated by this Agreement shall be in effect.

         (c)      Effectiveness of Form S-4 Registration Statement. The Form S-4
                  Registration Statement shall have become and thereafter shall
                  have remained effective under the Securities Act and shall not
                  be the subject of any stop order or proceedings seeking a stop
                  order.

         (d)      Listing. The shares of Parent Common Stock to be issued in the
                  Mergers shall be approved for listing on the New York Stock
                  Exchange, subject to official notice of issuance.

         Section 6.2. Conditions to Obligations of Purchaser Parties. The
obligations of the Purchaser Parties to effect the Mergers and to consummate the
other transactions contemplated by this Agreement on the Closing Date are
further subject to the following conditions, any one or more of which may be
waived by any of the Purchaser Parties:

         (a)      Representations and Warranties. The representations and
                  warranties of Reckson and the Operating Partnership set forth
                  in (i) Sections 3.1(c) (capital structure)(with respect to
                  Reckson and the Operating Partnership only), 3.1(d)(i)
                  (Authority; No Violations, Consents and Approvals), 3.1(q)
                  (Financial Advisor Opinion), 3.1(r) (Votes Required), 3.1(u)
                  (Inapplicability of Takeover Statutes, Certain Charter and
                  Bylaw Provisions; Rights Agreement), and 3.1(w)(Investment
                  Company Act of 1940) shall be true and correct in all material
                  respects and (ii) all other sections of this Agreement shall
                  be true and correct (without regard to any materiality or
                  Reckson Material Adverse Effect qualifier contained therein),
                  except where the failure of such representations and
                  warranties to be so true and correct would not reasonably be
                  expected to constitute, individually or in the aggregate, a
                  Reckson Material Adverse Effect, in the case of each of
                  clauses (i) and (ii), as of the date hereof and as of the
                  Closing Date as if made on and as of the Closing Date (except
                  to the extent that any such representation or warranty, by its
                  terms, is expressly limited to a specific date, in which case,
                  as of such specific date).

         (b)      Performance of Covenants and Agreements of Reckson. Reckson
                  and the Operating Partnership shall have performed in all
                  material respects all covenants and agreements required to be
                  performed by them under this Agreement at or prior to the
                  Effective Time.


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<PAGE>

         (c)      Material Adverse Change. Since the date of the Balance Sheet,
                  except as set forth in (i) any Covered Reckson SEC Disclosure
                  or (ii) in any Section of the Reckson Disclosure Letter, there
                  has not been a Reckson Material Adverse Effect.

         (d)      Certificate. Purchaser shall have received a certificate
                  signed on behalf of Reckson by an executive officer of Reckson
                  to the effect specified in Sections 6.2(a), 6.2(b) and 6.2(c).

         (e)      Tax Opinion. Reckson shall have received a tax opinion of
                  Solomon and Weinberg LLP (or other counsel to Reckson
                  reasonably satisfactory to Purchaser), dated as of the Closing
                  Date, in form and substance reasonably satisfactory to
                  Purchaser, opining that, commencing with Reckson's taxable
                  year ended December 31, 2000, Reckson has been organized and
                  operated in conformity with the requirements for qualification
                  and taxation as a REIT under the Code. In rendering the
                  opinion, such counsel shall be entitled to receive and rely on
                  a customary representation letter from Reckson.

         Section 6.3. Conditions to Obligations of Reckson and the Operating
Partnership. The obligations of Reckson and the Operating Partnership to effect
the Mergers and to consummate the other transactions contemplated by this
Agreement on the Closing Date are further subject to the following conditions,
any one or more of which may be waived by Reckson and the Operating Partnership:

         (a)      Representations and Warranties. The representations and
                  warranties of the Purchaser Parties set forth in (i) Sections
                  3.2(c) (capital structure)(with respect to Parent and its
                  operating partnership only and vote required), 3.2(d)(i)
                  (Authority; No Violations, Consents and Approvals), 3.2(s)
                  (Investment Company Act of 1940) shall be true and correct in
                  all material respects; and (ii) all other sections of this
                  Agreement shall be true and correct (without regard to any
                  materiality or Parent Material Adverse Effect qualifier
                  contained therein), except where the failure of such
                  representations and warranties to be so true and correct would
                  not reasonably be expected to constitute, individually or in
                  the aggregate, a Parent Material Adverse Effect, in the case
                  of each of clauses (i) and (ii), as of the date hereof and as
                  of the Closing Date as if made on and as of such date (except
                  to the extent that any such representation or warranty, by its
                  terms, is expressly limited to a specific date, in which case,
                  as of such specific date).

         (b)      Performance of Covenants and Agreements of Purchaser Parties.
                  The Purchaser Parties shall have performed in all material
                  respects all covenants and agreements required to be performed
                  by them under this Agreement at or prior to the Effective
                  Time.


                                       59
<PAGE>

         (c)      Material Adverse Change. Since the date of the Parent Balance
                  Sheet, except as set forth in (i) any Covered Parent SEC
                  Disclosure or (ii) in any Section of the Parent Disclosure
                  Letter, there has not been a Parent Material Adverse Effect.

         (d)      Certificate. Reckson shall have received a certificate signed
                  on behalf of Parent by an executive officer of Parent to the
                  effect specified in Sections 6.3(a), 6.3(b) and 6.3(c).

         (e)      Tax Opinion. Parent shall have received a tax opinion of
                  Solomon and Weinberg LLP (or other counsel to Parent
                  reasonably satisfactory to Reckson), dated as of the Closing
                  Date, in form and substance reasonably satisfactory to
                  Reckson, opining that, commencing with Parent's taxable year
                  ended December 31, 2000, Parent has been organized and
                  operated in conformity with the requirements for qualification
                  and taxation as a REIT under the Code and the proposed method
                  of operation of Parent will enable Parent to continue to meet
                  the requirements for qualification and taxation as a REIT
                  under the Code. In rendering the opinion, such counsel shall
                  be entitled to receive and rely on a customary representation
                  letter from Parent.

                                  ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

         Section 7.1. Termination. This Agreement may be terminated at any time
prior to the Effective Time whether before or after the Reckson Shareholder
Approval or the Reckson Partner Approval is obtained:

         (a)      by mutual written consent of Reckson and Parent duly
                  authorized by their board of trustees or board of directors,
                  respectively;

         (b)      by either Reckson or Purchaser, if the Merger shall not have
                  occurred on or prior to January 30, 2007 (the "TERMINATION
                  DATE"); provided, however, that a party that has materially
                  failed to comply with any obligation of such party set forth
                  in this Agreement shall not be entitled to exercise its right
                  to terminate under this Section 7.1(b);

         (c)      by Reckson, upon a breach of any representation, warranty,
                  covenant or agreement on the part of the Purchaser Parties set
                  forth in this Agreement, or if any representation or warranty
                  of the Purchaser Parties shall have become untrue, in either
                  case such that the conditions set forth in Section 6.3(a) or
                  (b), as the case may be, would be incapable of being satisfied
                  by the Termination Date;

         (d)      by Parent, upon a breach of any representation, warranty,
                  covenant or agreement on the part of Reckson or the Operating
                  Partnership set forth in this Agreement, or if any
                  representation or warranty of Reckson shall have become
                  untrue, in either case such that the conditions set forth in
                  Section 6.2(a) or (b), as the case may be, would be incapable
                  of being satisfied by the Termination Date;


                                       60
<PAGE>

         (e)      by either Reckson or Parent, if any Order by any Governmental
                  Entity of competent authority preventing the consummation of
                  the Merger shall have become final and nonappealable

         (f)      by either Reckson or Parent if, upon a vote at the Reckson
                  Shareholder Meeting (after giving effect to any adjournment
                  contemplated by Section 5.1(d)), the Reckson Shareholder
                  Approval shall not have been obtained, as contemplated by
                  Section 5.1;

         (g)      by Reckson, prior to the Reckson Shareholder Approval, if, in
                  accordance with Section 5.6(b), at least three (3) Business
                  Days prior to such termination, Reckson has delivered a
                  Superior Notice; provided, that for the termination to be
                  effective Reckson shall have paid the Break-Up Fee (as defined
                  herein) in accordance with this Agreement; or

         (h)      by Parent if (i) the Reckson Board or the Reckson Committee
                  shall have withdrawn, qualified or modified in a manner
                  adverse to Parent, or shall have failed to make when required,
                  the Reckson Recommendation or shall recommend that the Reckson
                  Common Shareholders approve or accept a Competing Transaction,
                  or if Reckson shall have delivered a Superior Notice or shall
                  have publicly announced a decision to take any such action (it
                  being agreed that none of the actions permitted by Section
                  5.6(a)(i), (ii) or (iii), or the public disclosure of any
                  activities in connection therewith shall give rise to a right
                  of termination hereunder), or (ii) Reckson shall have
                  knowingly and materially breached its obligation under Section
                  5.1(a) or (b) to call or hold the Reckson Shareholder Meeting
                  or to cause the Proxy Statement to be mailed to its
                  shareholders in advance of the Reckson Shareholder Meeting (it
                  being agreed that Parent shall not have any right to terminate
                  hereunder unless Parent shall have satisfied its obligations
                  in connection with the Form S-4 Registration Statement
                  pursuant to Section 5.1(c) and shall have provided all
                  information and other materials required in connection
                  therewith, and further agreed Parent shall not have any right
                  to terminate hereunder as a result of Reckson's failure to act
                  as soon as practicable (or to satisfy similar obligations), as
                  a result of any delay as a result of the SEC review process,
                  or as a result of the need to take actions to comply with the
                  federal securities laws);

A terminating party shall provide written notice of termination to the other
parties specifying with particularity the basis for such termination. If more
than one provision in this Section 7.1 is available to a terminating party in
connection with a termination, a terminating party may rely on any or all
available provisions in this Section 7.1 for any such termination.
Notwithstanding the foregoing, Parent shall not be entitled to receive more than
one Break-Up Fee (as defined below) or more than one payment in respect of
Break-Up Expenses (as defined below) and Parent shall not be entitled to claim
this Agreement was terminated pursuant to more than one provision of this
Section 7.1 in determining the amount of payments it is entitled to under
Section 7.2.


                                       61
<PAGE>

         Section 7.2. Break-Up Fees and Expenses.

                  (a) Except as otherwise specified in this Section 7.2 or
agreed in writing by the parties, all out-of-pocket costs and expenses incurred
in connection with this Agreement, the Merger and the other transactions
contemplated hereby and by this Agreement shall be paid by the party incurring
such cost or expense.

                  (b) Reckson and the Operating Partnership agree that if this
Agreement shall be terminated pursuant to (i) Section 7.1(d) following a
material breach by Reckson of any of its (A) representations and warranties
hereunder when made as of the date of this Agreement or (B) of its covenants
hereunder, in each case if the result of such breach is to cause a condition set
forth in Section 6.2(a) or (b), respectively to fail to be satisfied then
Reckson will pay to Purchaser, or as directed by Purchaser, an amount equal to
the Break-Up Expenses or (ii) Section 7.1(g) or 7.1(h), then Reckson will pay to
Purchaser, or as directed by Purchaser, an amount equal to the Break-Up Fee
including the Break-Up Expenses ; provided that, in either case, the applicable
amount shall be paid promptly, but in no event later than five (5) Business Days
after such termination in the case of termination pursuant to Section 7.1(d) or
7.1(h), or, in the case of termination pursuant to Section 7.1(g),
simultaneously with such termination. Reckson also agrees that if this Agreement
is terminated pursuant to Section 7.1(f), then Reckson shall pay to Purchaser,
or as directed by Purchaser, promptly after such termination, an amount equal to
the Break-Up Expenses. Reckson also agrees that if this Agreement is terminated
pursuant to Section 7.1(f) and (i) after the date hereof and prior to such
termination, a Person (or any representative of such Person) has made any bona
fide written proposal relating to a Competing Transaction which has been
publicly announced prior to the Reckson Shareholder Meeting and (ii) within
twelve months of any such termination Reckson shall consummate a Competing
Transaction, or enter into a written agreement with respect to a Competing
Transaction that is ultimately consummated, with any Person, then Reckson shall
pay to Purchaser, or as directed by Purchaser, promptly after consummating such
Competing Transaction (but in no event later than five (5) Business Days
following such consummation), an amount equal to the Break-Up Fee excluding any
Break-Up Expenses. Payment of any of such amounts shall be made, as directed by
Purchaser, by wire transfer of immediately available funds. For purposes of this
Agreement, the "BREAK-UP FEE" shall be an amount equal to $99,800,000. For
purposes of this Agreement, the "BREAK-UP EXPENSES" shall be an amount equal to
the Purchaser Parties' documented out of pocket, third-party expenses incurred
from and after July 13, 2006 in connection with this Agreement and the other
transactions contemplated hereby (including reasonable attorneys', accountants',
investment bankers' fees and expenses and fees and expenses incurred by the
Purchaser Parties obtaining Financing for the transactions contemplated by this
Agreement), but in no event shall be greater than $13,000,000.

                  (c) The foregoing provisions of this Section 7.2 have been
agreed to by each of the parties hereto in order to induce the other parties to
enter into this Agreement and to consummate the Merger and the other
transactions contemplated by this Agreement, it being agreed and acknowledged by
each of them that the execution of this Agreement by them constitutes full and
reasonable consideration for such provisions.


                                       62
<PAGE>

         Section 7.3. Effect of Termination. In the event of termination of this
Agreement by either Reckson or Purchaser as provided in Section 7.1, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Reckson and the Operating Partnership, on the one
hand, or Purchaser, on the other hand, other than as provided in Section 1.10,
1.11, 5.2(b), Section 7.1, Section 7.2, this Section 7.3 and Article VIII,
provided that nothing contained herein shall relieve any Person of liability for
fraud or a willful breach or Parent's failure to pay the Merger Consideration
upon the satisfaction or waiver of the conditions to Closing set forth in
Article VI.

         Section 7.4. Amendment. Notwithstanding anything to the contrary
herein, this Agreement may be amended by the parties in writing by action of
their respective board of trustees or board of directors, or other comparable
bodies, at any time before or after the Reckson Shareholder Approval or the
Reckson Partner Approval are obtained and prior to the filing of the Articles of
Merger with the Maryland Department with respect to the Merger; provided,
however, that, after the Reckson Shareholder Approval is obtained, no such
amendment, modification or supplement shall be made that would require the
approval of the Reckson Common Shareholders without obtaining such approval.

         Section 7.5. Extension; Waiver. At any time prior to the Effective
Time, each of Reckson and the Operating Partnership, on the one hand, and
Purchaser, on the other hand, may (a) extend the time for the performance of any
of the obligations or other acts of the other party, (b) waive any inaccuracies
in the representations and warranties of the other party contained in this
Agreement or in any document delivered pursuant to this Agreement or (c) subject
to the provisions of Section 7.4, waive compliance with any of the covenants,
agreements or conditions of the other party contained in this Agreement. Any
agreement on the part of a party to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such party.
The failure of any party to this Agreement to assert any of its rights under
this Agreement or otherwise shall not constitute a waiver of those rights.

         Section 7.6. Payment of Amount or Expense.

                  (a) If Reckson (and the Operating Partnership, if applicable)
are obligated to pay to Purchaser the Break-Up Fee or the Break-Up Expenses
pursuant to Section 7.2(b) (the "BREAK-UP AMOUNT"), Reckson (and the Operating
Partnership, if applicable) shall pay to Purchaser from the applicable Break-Up
Amount deposited into escrow pursuant to an escrow agreement (the "ESCROW
AGREEMENT"), if any, in accordance with the next sentence, an amount equal to
the lesser of (i) the Break-Up Amount and (ii) the sum of (1) the maximum amount
that can be paid to the Purchaser without causing the Purchaser to fail to meet
the requirements of Sections 856(c) (2) and (3) of the Code determined as if the
payment of such amount did not constitute income described in Sections
856(c)(2)(A)-(H) or 856(c)(3)(A)-(I) of the Code ("QUALIFYING INCOME"), as
determined by the Purchaser's independent certified public accountants, plus (2)
in the event the Purchaser receives either (A) a letter from the Purchaser's
counsel indicating that the Purchaser has received a ruling from the IRS
described in Section 7.6(b)(ii) or (B) an opinion from the Purchaser's outside
counsel as described in Section 7.6(b)(ii), an amount equal to the Break-Up
Amount less the amount payable under clause (1) above. To secure Reckson's (and
the Operating Partnership's, if applicable) obligation to pay these amounts,
Reckson shall deposit into escrow an amount in cash equal to the Break-Up Amount
with an escrow agent selected by the Reckson and on such customary terms
(subject to Section 7.6(b)) as shall be reasonably acceptable to each of
Reckson, the Purchaser and the escrow agent. The payment or deposit into escrow
of the Break-Up Amount pursuant to this Section 7.6(a) shall be made at the time
Reckson is obligated to pay the Purchaser such amount pursuant to Section 7.2(b)
by wire transfer of immediately available funds.


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<PAGE>

                  (b) The Escrow Agreement shall provide that the Break-Up
Amount in escrow or any portion thereof shall not be released to the Purchaser
unless the escrow agent receives any one or combination of the following: (i) a
letter from the Purchaser's independent certified public accountants indicating
the maximum amount that can be paid by the escrow agent to the Purchaser without
causing the Purchaser to fail to meet the requirements of Sections 856(c)(2) and
(3) of the Code determined as if the payment of such amount did not constitute
Qualifying Income or a subsequent letter from the Purchaser's accountants
revising that amount, in which case the escrow agent shall release such amount
to the Purchaser, or (ii) a letter from the Purchaser's counsel indicating that
the Purchaser received a ruling from the IRS holding that the receipt by the
Purchaser of the Break-Up Amount would either constitute Qualifying Income or
would be excluded from gross income within the meaning of Sections 856(c)(2) and
(3) of the Code (or alternatively, the Purchaser's outside counsel has rendered
a legal opinion to the effect that the receipt by the Purchaser of the Break-Up
Amount would either constitute Qualifying Income or would be excluded from gross
income within the meaning of Sections 856(c)(2) and (3) of the Code), in which
case the Escrow Agreement shall provide that the escrow agent shall release to
the Purchaser the lesser of such maximum amount stated in the accountant's
letter referred to in clause (i) and the remainder of the Break-Up Amount.
Reckson and the Operating Partnership agree to amend this Section 7.6 at the
reasonable request of the Purchaser in order to (x) maximize the portion of the
Break-Up Amount that may be distributed to the Purchaser hereunder without
causing the Purchaser to fail to meet the requirements of Sections 856(c)(2) and
(3) of the Code, (y) improve the Purchaser's chances of securing a favorable
ruling described in this Section 7.6(b) or (z) assist the Purchaser in obtaining
a favorable legal opinion from its outside counsel as described in this Section
7.6(b). The Escrow Agreement shall also provide that any portion of the Break-Up
Amount held in escrow for five years shall be released by the escrow agent to
Reckson. Neither Reckson nor the Operating Partnership shall be a party to such
Escrow Agreement and shall not bear any cost of or have liability resulting from
the Escrow Agreement.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 8.1. Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time. This Section 8.1
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Effective Time.


                                       64
<PAGE>

         Section 8.2. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing (and also made orally if
so required pursuant to any Section of the Agreement) and shall be deemed given
if delivered personally, sent by overnight courier (providing proof of delivery)
to the parties or sent by telecopy (providing confirmation of transmission) at
the following addresses or telecopy numbers (or at such other address or
telecopy number for a party as shall be specified by like notice):

         (a)      if to Purchaser Parties, to

                  SL Green Realty Corp.
                  420 Lexington Avenue
                  New York, New York 10170
                  Fax:  (212) 216-1785
                  Attention:  Andrew Levine, Esq.

                  with a copy to:

                  Clifford Chance US LLP
                  31 West 52nd Street
                  New York, NY 10019
                  Attn:    Karl A. Roessner, Esq.
                           Larry P. Medvinsky, Esq.
                  Fax:  (212) 878-8375

                  if to Reckson Parties, to

                  Reckson Associates Realty Corp.
                  625 Reckson Plaza
                  Uniondale, NY  11556
                  Fax:  (212) 715-6535
                  Attention:  Jason Barnett, Esq.

                  with a copy to:

                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, NY  10019
                  Attn.:   Craig M. Wasserman, Esq.
                           Stephanie J. Seligman, Esq.
                  Fax:  (212) 403-2000

         Section 8.3. Interpretation. When a reference is made in this Agreement
to an Article or a Section, such reference shall be to an Article or a Section
of this Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation". The words "hereof",
"herein" and "hereby" refer to this Agreement. Any singular term in this
Agreement shall be deemed to include the plural, and any plural term the
singular.


                                       65
<PAGE>

         Section 8.4. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not to be performed in accordance with the terms hereof and that
the parties shall be entitled to specific performance of the terms hereof in
addition to any other remedies at law or in equity.

         Section 8.5. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties. Facsimile transmission
of any signature and/or retransmission of any signature will be deemed the same
as delivery of an original. At the request of any party, the parties will
confirm facsimile transmission by signing a duplicate original document.

         Section 8.6. Entire Agreement; No Third-Party Beneficiaries. This
Agreement, and the Confidentiality Agreement constitute the entire agreement and
supersede all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement. Except
for the rights of the Reckson shareholders (including holders of restricted
Reckson Common Shares) to receive the Merger Consideration on or after the
Effective Time, the right of the holders of LP Units to receive the Partnership
Merger Consideration after the Partnership Merger Effective Time, the right of
holders of LTIP OP Units to receive the payments under Section 1.5(b), the right
of holders of Reckson Options pursuant to Section 1.8 and the right of Reckson
and the Operating Partnership, on behalf of their respective shareholders and
partners, to pursue damages (subject to Section 8.4) in the event of any of the
Purchaser Parties' breach of any covenant or agreement contained in this
Agreement and except for the provisions of Section 1.10 (Direct Purchase of
Assets), Section 1.11 (Transfer of Reckson Properties) and Section 5.9
(Indemnification; Directors' and Officers' Insurance), this Agreement is not
intended to and shall not confer upon any Person other than the parties hereto
any rights or remedies hereunder.

         Section 8.7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

         Section 8.8. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned or delegated, in
whole or in part, by operation of law or otherwise by any of the parties without
the prior written consent of the other parties, provided that each of Purchaser,
Wyoming Acquisition GP and Wyoming Acquisition LP shall be permitted to transfer
or assign to one of its Affiliates the right to enter into the transactions
contemplated by this Agreement, but no such transfer or assignment shall relieve
such Person of its obligations hereunder and subject to the provisions of
Section 8.4. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns.


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<PAGE>

         Section 8.9. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other Governmental Entity to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such a determination, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

         Section 8.10. Exhibits; Disclosure Letter. The Exhibits referred to
herein and the Reckson Disclosure Letter, and all exhibits or attachments hereto
or thereto, are intended to be and hereby are specifically made a part of this
Agreement. Any matter set forth in any section or subsection of the Reckson
Disclosure Letter shall be deemed to be a disclosure for all purposes of this
Agreement and all other sections or subsections of the Reckson Disclosure Letter
to the extent it is readily apparent from a reading of the disclosure that such
disclosure is applicable to such other sections or subsections, but shall
expressly not be deemed to constitute an admission by the Reckson or any of the
Reckson Subsidiaries, or otherwise imply, that any such matter rises to the
level of a Reckson Material Adverse Effect, or is otherwise material for
purposes of this Agreement or the Reckson Disclosure Letter.

         Section 8.11. Mutual Drafting. This Agreement shall be construed
without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing this Agreement to be
drafted.

         Section 8.12. Jurisdiction; Venue. THE PARTIES HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF MARYLAND AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF MARYLAND
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF
THIS AGREEMENT AND OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT
TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION
OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR
THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS
AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE
PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED SOLELY IN SUCH A MARYLAND STATE OR
FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY
SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 8.2 OR IN SUCH OTHER
MANNER AS MAY BE PERMITTED BY APPLICABLE LAWS, SHALL BE VALID AND SUFFICIENT
SERVICE THEREOF.


                                       67
<PAGE>

         Section 8.13. Waiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH
SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.13.

                                   ARTICLE IX

                               CERTAIN DEFINITIONS

         Section 9.1. Certain Definitions. (a) For purposes of this Agreement:

         "Affiliate" of any Person has the meaning assigned thereto by Rule
12b-2 under the Exchange Act.

         "Business Day" means any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated by
law or executive order to be closed.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Controlled Group Liability" means any and all liabilities (i) under
Title IV of ERISA, (ii) under section 302 of ERISA, (iii) under sections 412 and
4971 of the Code, and (iv) as a result of a failure to comply with the
continuation coverage requirements of section 601 et seq. of ERISA and section
4980B of the Code.

         "Delaware Secretary of State" means the Secretary of State of the State
of Delaware.

         "ERISA Affiliate" means, with respect to any entity, trade or business,
any other entity that was, at the relevant time, required to be aggregated with
such other entity, trade or business under Section 414(b), (c), (m) or (o) of
the Code or Section 4001 of ERISA.

         "Financing" means the financing of the transactions contemplated by
this Agreement.

         "Knowledge", or any similar expression, means with respect to Reckson
(or any of its Subsidiaries) the actual knowledge of Reckson's CEO, President,
General Counsel, Chief Operating Officer or Chief Administrative Officer and
with respect to Parent means the executive officers of Parent.


                                       68
<PAGE>

         "Law" means any federal, state or local or foreign statute, law,
regulation, permit, license, approval, authorization, rule, ordinance or code of
any Governmental Entity, including any judicial or administrative interpretation
thereof.

         "Liabilities" means any and all debts, liabilities and obligations of
any nature whatsoever, whether accrued or fixed, absolute or contingent,
including those arising under any Law, those arising under any contract,
agreement, commitment, instrument, permit, license, franchise or undertaking and
those arising as a result of any act or omission.

          "MGCL" means the Maryland General Corporation Law, as amended.

         "Order" means any award, judgment, injunction, consent, ruling, decree
or order (whether temporary, preliminary or permanent) issued, adopted, granted,
awarded or entered by any Governmental Entity or private arbitrator of competent
jurisdiction.

         "Parent Material Adverse Effect" means, with respect to Parent, any
change, event, effect or set of circumstances that, when taken together with all
other adverse changes, events, effects, or set of circumstances that have
occurred, is or is reasonably likely to (x) be materially adverse to the
business, operations, properties, financial condition, or assets of Parent and
its Subsidiaries, taken as a whole; except for any such change, event, effect or
set of circumstances resulting from (i) changes in political, economic or
business conditions (including the commencement, continuation or escalation of a
war, material armed hostilities or other material international or national
calamity or acts of terrorism or earthquakes, hurricanes, other natural
disasters or acts of God) affecting the business or industry in which Parent
operates, except to the extent that such changes in political, economic or
business conditions have a materially disproportionate adverse effect on Parent
relative to other similarly situated participants, (ii) changes, after the date
hereof, in financial and capital market conditions generally, (iii) changes,
after the date hereof, in Laws of general applicability or interpretations
thereof by courts or Governmental Entities, (iv) changes, after the date hereof,
in GAAP applicable to the business or industry in which Parent operates
generally, or (v) the announcement or performance of the transactions
contemplated hereby or the consummation of the transactions contemplated hereby
or (y) that has a material adverse effect on the ability of Parent to timely
consummate the Mergers and the other transactions contemplated hereby or
Parent's ability to obtain the Financing.

         "Permitted Issuances" means issuances of any securities of Reckson or
the Operating Partnership (a) in respect of the conversion or exchange of
Convertible Senior Notes, (b) in respect of Common LP Units, Preferred LP Units
or LTIP OP Units in accordance with the existing terms of applicable existing
plans and agreements, (c) pursuant to awards under Reckson Employee Benefit
Plans, (d) upon exercise of existing rights in favor of Reckson.

         "Person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity.

         "Prorated Dividend" means the excess, if any, of (i) the product of
$0.4246 and the Proration Factor over (ii) the product of (A) the amount of the
last regular quarterly dividend declared by Parent prior to the Closing Date,
(B) the Proration Factor and (C) the Exchange Ratio.


                                       69
<PAGE>

         "Proration Factor" means the quotient obtained by dividing (A) the
number of days between the last day of the last fiscal quarter with respect to
which full quarterly dividends on the Reckson Common Shares have been declared
and paid and the Closing Date (including the Closing Date) by (B) the total
number of days in the fiscal quarter in which the Closing Date occurs,

          "Reckson Material Adverse Effect" means, with respect to Reckson, any
change, event, effect or set of circumstances that, when taken together with all
other adverse changes, events, effects, or set of circumstances that have
occurred, is or is reasonably likely to (x) be materially adverse to the
business, operations, properties, financial condition, or assets of Reckson and
the Reckson Subsidiaries, taken as a whole; except for any such change, event,
effect or set of circumstances resulting from (i) changes in political, economic
or business conditions (including the commencement, continuation or escalation
of a war, material armed hostilities or other material international or national
calamity or acts of terrorism or earthquakes, hurricanes, other natural
disasters or acts of God) affecting the business or industry in which Reckson
operates, except to the extent that such changes in political, economic or
business conditions have a materially disproportionate adverse effect on Reckson
relative to other similarly situated participants, (ii) changes, after the date
hereof, in financial and capital market conditions generally, (iii) changes,
after the date hereof, in Laws of general applicability or interpretations
thereof by courts or Governmental Entities, (iv) changes, after the date hereof,
in GAAP applicable to the business or industry in which Reckson operates
generally, or (v) the announcement or performance of the transactions
contemplated hereby or the consummation of the transactions contemplated hereby
or (y) that has a material adverse effect on the ability of Reckson to timely
consummate the Mergers and the other transactions contemplated hereby.

         "Reckson Subsidiary" means each Subsidiary of Reckson; provided,
however, the entities disclosed in Section 9.1 of the Reckson Disclosure Letter
shall not be Subsidiaries of Reckson for purposes of this Agreement; and,
provided, further, that for purposes of Sections 3.1(l) and (m) of this
Agreement, no entity which is a partner in any joint venture with Reckson or an
Reckson Subsidiary will be considered an Reckson Subsidiary.

         "Subsidiary" of any Person means any corporation, partnership, limited
liability company, joint venture or other legal entity of which (i) such Person,
or its Subsidiary, is the general partner, managing manager or similar
controlling Person or (ii) such Person (either directly or through or together
with another Subsidiary of such Person) owns more than 50% of the capital stock,
voting securities or ownership or equity interest or value of such corporation,
partnership, limited liability company, joint venture or other legal entity. In
the case of Parent, the term Subsidiary shall not include Gramercy Capital Corp.
and its Subsidiaries.

         "Tax" or "Taxes" means any U.S. federal, state, local and foreign taxes
and similar governmental charges (together with any interest, penalties, or
additions thereto), including, without limitation, income, gross receipts,
license, withholding, property, recording, stamp, sales, use, franchise,
employment, payroll, excise, environmental, value added, or gains taxes.


                                       70
<PAGE>

         "Tax Protection Agreement" means any agreement, oral or written, to
which Reckson or any Reckson Subsidiary is a party and pursuant to which: (i)
any liability to the holders of the LP Units may arise relating to Taxes,
whether or not as a result of the consummation of the transactions contemplated
by this Agreement; (ii) in connection with the deferral of income Taxes of a
holder of LP Units, Reckson or any Reckson Subsidiary has agreed to (A) maintain
a minimum level of debt or continue a particular debt or (B) retain or not
dispose of assets for a period of time that has not since expired; or (iii)
limited partners of the Operating Partnership have guaranteed or otherwise
assumed, directly or indirectly, debt of the Operating Partnership or are
offered the opportunity to do so.

         "Tax Return" means any return, report, declaration, statement or other
information required to be supplied to any taxing authority.

         (b) Each of the following additional terms is defined in the Section
set forth opposite such term:

1031 Exchange.....................................................1.10
2004 LTIP OP Units................................................3.1(c)(ii)(C)
2005 LTIP OP Units................................................3.1(c)(ii)(C)
2006 LTIP OP Units................................................3.1(c)(ii)(C)
Agreement.........................................................Preamble
Articles of Merger................................................1.3(a)
Balance Sheet.....................................................3.1(e)
Break-Up Amount...................................................7.6(a)
Break-Up Expenses.................................................7.2(b)
Break-Up Fee......................................................7.2(b)
Capital Budget....................................................4.1(b)(x)
Cash Consideration................................................1.4(b)
Class B Common Stock..............................................3.1(c)(i)(A)
Closing...........................................................1.2
Closing Date......................................................1.2
Collective Bargaining Agreements..................................3.1(m)
Common LP Units...................................................Recitals
Common Share Certificate..........................................2.1(b)(i)
Company Rights Agreement..........................................3.1(c)(i)(D)
Competing Transaction.............................................5.5(c)
Confidentiality Agreement.........................................5.2.(b)
Convertible Senior Notes..........................................3.1(c)(i)(D)
Covered Employees.................................................5.8(a)
Covered Parent SEC Disclosure.....................................3.2
Covered Period....................................................5.8(a)
Covered Reckson SEC Disclosure....................................3.2
Deeded Properties.................................................1.11
Designated Properties.............................................1.10
DRIP..............................................................1.9
DRULPA............................................................Recitals
Effective Time....................................................1.3(a)


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<PAGE>

Encumbrances......................................................3.1(o)(ii)
Environmental Laws................................................3.1(n)(i)
ERISA.............................................................3.1(l)(i)
Escrow Agreement..................................................7.6(a)
Exchange Act......................................................3.1(d)(iii)
Exchange Agent....................................................2.1(a)
Exchange Fund.....................................................2.1(a)
Exchange Ratio....................................................1.4(b)
Fairness Opinion..................................................Recitals
Financing Agreements..............................................5.10(a)
Financing Commitment..............................................3.2(n)
Form S-4 Registration Statement...................................5.1(c)
GAAP..............................................................3.1(e)
Governmental Entity...............................................2.1(h)
GP Units..........................................................3.1(c)(ii)(A)
Hazardous Materials...............................................3.1(n)(i)
Indemnifiable Amounts.............................................5.9(a)
Indemnified Parties...............................................5.9(a)
Indemnified Party.................................................5.9(a)
Indemnitors.......................................................5.9(a)
Joint Ventures....................................................3.1(b)(i)
Letter of Transmittal.............................................2.1(b)(i)
Liens.............................................................3.1(b)(i)
LP Units..........................................................Recitals
LTIP OP Units.....................................................3.1(c)(ii)(C)
Maryland Department...............................................1.3(a)
Material Contracts................................................3.1(t)(ii)
Merger............................................................Recitals
Merger Consideration..............................................1.4(b)
Mergers...........................................................Recitals
Operating Partnership.............................................Preamble
Operating Partnership Agreement...................................1.5(b)
Operating Partnership Common Unitholders..........................Recitals
Operating Partnership Preferred Unitholders.......................Recitals
Operating Partnership Unitholders.................................Recitals
Option Cost.......................................................1.8(a)
Ownership Limit...................................................3.1(u)(i)
Parent............................................................Preamble
Parent Balance Sheet..............................................3.2(e)
Parent Bylaws.....................................................3.2(i)
Parent Charter....................................................3.2(i)
Parent Common Stock...............................................1.4(b)
Parent Material Contracts.........................................3.2(q)(ii)
Parent Operating Partnership......................................3.2(g)
Parent Permits....................................................3.2(j)
Parent Rights.....................................................3.2(c)(i)(B)


                                       72
<PAGE>

Parent Rights Agreement...........................................3.2(c)(i)(B)
Parent SEC Documents..............................................3.2(e)
Parent Series C Preferred.........................................3.2(c)(i)(A)
Parent Series D Preferred.........................................3.2(c)(i)(A)
Partnership Certificate of Merger.................................1.3(b)
Partnership Merger................................................Recitals
Partnership Merger Consideration..................................1.5(b)
Partnership Merger Effective Time.................................1.3(b)
Permitted Expenditures............................................4.1(b)
Permitted Title Exceptions........................................3.1(o)(ii)
Preferred LP Units................................................Recitals
Proxy Statement...................................................3.1(d)(iii)
Purchaser.........................................................Preamble
Purchaser Parties.................................................Preamble
Qualifying Income.................................................7.6(a)
REIT..............................................................3.1(k)(ii)(A)
Rights Agent......................................................3.1(c)(i)(D)
Reckson...........................................................Preamble
Reckson Board of Directors........................................Recitals
Reckson Bylaws....................................................3.1(a)
Reckson Charter...................................................3.1(a)
Reckson Committee ................................................Recitals
Reckson Common Shareholders.......................................Recitals
Reckson Common Shares.............................................Recitals
Reckson Disclosure Letter.........................................3.1
Reckson Employee Benefit Plans....................................3.1(l)(i)
Reckson Financial Advisors........................................Recitals
Reckson Leases....................................................3.1(o)(viii)
Reckson Option Plans..............................................1.8(a)
Reckson Options...................................................1.8(a)
Reckson Partner Approval..........................................3.1(r)
Reckson Permits...................................................3.1(i)
Reckson Properties................................................3.1(o)(i)
Reckson Property..................................................3.1(o)(i)
Reckson Recommendation............................................5.1(b)
Reckson RSUs......................................................1.8(c)
Reckson SEC Documents.............................................3.1(e)
Reckson Shareholder Approval......................................3.1(t)
Reckson Shareholder Meeting.......................................3.1(d)(i)
SEC...............................................................3.1(d)(iii)
Securities Act....................................................3.1(e)
Series A Convertible Preferred....................................3.1(c)(i)(A)
Series B Convertible Preferred....................................3.1(c)(i)(A)
Series C Preferred................................................3.1(c)(i)(A)
Stock Consideration...............................................1.4(b)
Superior Competing Transaction....................................5.5(d)


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<PAGE>

Superior Notice...................................................5.6(b)
Surviving Company.................................................1.1(a)
Surviving Partnership.............................................1.1(b)
Takeover Statute..................................................3.1(u)(i)
Termination Date..................................................7.1(b)
Transfer..........................................................1.11
Transfer and Gains Tax............................................5.4
Triggered Loans...................................................3.1(d)(ii)
Unitholder Letter of Transmittal..................................2.1(c)(i)
Wyoming Acquisition GP............................................Preamble
Wyoming Acquisition LP............................................Preamble


                                      *****


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

                                      SL GREEN REALTY CORP.



                                      By: /s/ Marc Holiday
                                          -----------------------------
                                           Name: Marc Holiday
                                           Title: President and CEO

                                      WYOMING ACQUISITION CORP.


                                      By: /s/ Marc Holiday
                                          -----------------------------
                                           Name: Marc Holiday
                                           Title: President and CEO

                                      WYOMING ACQUISITION GP LLC

                                           BY: SL GREEN OPERATING
                                           PARTNERSHIP, L.P., ITS SOLE MEMBER
                                               BY: SL GREEN REALTY CORP.
                                               ITS GENERAL PARTNER



                                      By: /s/ Marc Holiday
                                          -----------------------------
                                           Name: Marc Holiday
                                           Title: President and CEO

                                      WYOMING ACQUISITION PARTNERSHIP LP

                                           BY: WYOMING ACQUISITION GP LLC,
                                           ITS GENERAL PARTNER
                                           BY: SL GREEN OPERATING
                                           PARTNERSHIP, L.P., ITS SOLE MEMBER
                                               BY: SL GREEN REALTY CORP.
                                               ITS GENERAL PARTNER



                                      By: /s/ Marc Holiday
                                          -----------------------------
                                           Name: Marc Holiday
                                           Title: President and CEO


                                       75
<PAGE>

                                      RECKSON ASSOCIATES REALTY CORP.



                                      By: /s/ Peter Quick
                                          -----------------------------
                                           Name: Peter Quick
                                           Title: Lead Director

                                      RECKSON OPERATING PARTNERSHIP, L.P.
                                           BY: RECKSON ASSOCIATES REALTY
                                           CORP., ITS GENERAL PARTNER



                                      By: /s/ Peter Quick
                                          -----------------------------
                                           Name: Peter Quick
                                           Title: Lead Director


                                       76