<PAGE>   1

                                                                  EXECUTION COPY

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                                CREDIT AGREEMENT


                                      AMONG


                                   RCPI TRUST,
                                    BORROWER,


                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,


                               NATIONSBANK, N.A.,
                                    AS AGENT,


                                       AND


                                BANKBOSTON, N.A.,


                                   AS CO-AGENT


                           DATED AS OF APRIL 12, 1999


                                      WITH


                     NATIONSBANC MONTGOMERY SECURITIES, LLC


                     AS SOLE LEAD ARRANGER AND BOOK MANAGER

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                                TABLE OF CONTENTS
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SECTION 1. DEFINITIONS
   1.1        Defined Terms ..............................................................................      1
   1.2        Other Definitional Provisions ..............................................................     20
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
   2.1        Commitments ................................................................................     20
   2.2        Notes ......................................................................................     21
   2.3        Procedure for Borrowing ....................................................................     21
   2.4        [Intentionally Omitted] ....................................................................     22
   2.5        Termination or Reduction of Commitments ....................................................     22
   2.6        Extension of Maturity Date .................................................................     22
   2.7        Interest Rates and Payment Dates ...........................................................     23
   2.8        Conversion and Continuation Options ........................................................     23
   2.9        Minimum Amounts and Maximum Number of Tranches .............................................     24
   2.10       Optional Prepayments .......................................................................     24
   2.11       Mandatory Prepayments ......................................................................     24
   2.12       Computation of Interest and Fees ...........................................................     26
   2.13       Inability to Determine Interest Rate .......................................................     26
   2.14       Pro Rata Treatment and Payments ............................................................     27
   2.15       Illegality .................................................................................     27
   2.16       Requirements of Law ........................................................................     28
   2.17       Taxes ......................................................................................     29
   2.18       Indemnity ..................................................................................     30
   2.19       Lending Offices; Change of Lending Office ..................................................     31
   2.20       Certificates, Etc ..........................................................................     31
   2.21       Replacement of Lenders .....................................................................     31
SECTION 3. REPRESENTATIONS AND WARRANTIES
   3.1        Financial Condition ........................................................................     32
   3.2        No Change ..................................................................................     33
   3.3        Existence; Compliance with Law .............................................................     33
   3.4        Power; Authorization; Enforceable Obligations ..............................................     33
   3.5        No Legal Bar ...............................................................................     34
   3.6        No Material Litigation .....................................................................     34
   3.7        No Default .................................................................................     35
   3.8        Ownership of Property; Condition of Title; Leases Major
   Space Leases and Major Retail Leases; Liens; Other Agreements .........................................     35
   3.9        Intellectual Property ......................................................................     37
   3.10       Taxes ......................................................................................     37
   3.11       Federal Regulations ........................................................................     37
   3.12       ERISA ......................................................................................     37
   3.13       Investment Company Act; Other Regulations ..................................................     38
   3.14       Subsidiaries ...............................................................................     38
   3.15       Accuracy and Completeness of Information ...................................................     38
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   3.16       Labor Relations ............................................................................     38
   3.17       Insurance ..................................................................................     39
   3.18       Solvency ...................................................................................     39
   3.19       Purpose of Loans ...........................................................................     39
   3.20       Environmental Matters ......................................................................     39
   3.21       Obligation to Convey .......................................................................     41
   3.22       Certain Existing Indebtedness ..............................................................     41
   3.23       Year 2000 ..................................................................................     41
SECTION 4. CONDITIONS PRECEDENT
   4.1        Conditions to Initial Loans ................................................................     41
   4.2        Conditions to Each Loan ....................................................................     44
SECTION 5. AFFIRMATIVE COVENANTS
   5.1        Financial Statements .......................................................................     45
   5.2        Certificates; Other Information ............................................................     46
   5.3        Payment of Obligations .....................................................................     48
   5.4        Conduct of Business and Maintenance of Existence ...........................................     48
   5.5        Maintenance of Property; Insurance .........................................................     48
   5.6        Damage, Destruction, Condemnation ..........................................................     51
   5.7        Inspection of Property; Books and Records; Discussions .....................................     53
   5.8        Notices ....................................................................................     53
   5.9        Environmental Laws .........................................................................     55
   5.10       Property Manager ...........................................................................     55
   5.11       Condominium Documents; Expense Sharing Agreement ...........................................     55
   5.12       Asbestos ...................................................................................     55
   5.13       Estoppel Certificates ......................................................................     56
   5.14       Year 2000 Procedures .......................................................................     56
SECTION 6. NEGATIVE COVENANTS
   6.1        Limitation on Indebtedness and Hedging Obligations .........................................     56
   6.2        Limitation on Liens ........................................................................     57
   6.3        Limitation on Guarantee Obligations ........................................................     58
   6.4        Limitation on Fundamental Changes ..........................................................     58
   6.5        Limitation on Sale of Assets ...............................................................     58
   6.6        Limitation on Restricted Payments ..........................................................     59
   6.7        Limitation on Capital Expenditures .........................................................     60
   6.8        Limitation on Investments, Loans and Advances ..............................................     60
   6.9        Limitation on Optional Payments and Modifications of Agreements ............................     60
   6.10       Limitation on Transactions with Affiliates .................................................     61
   6.11       Limitation on Changes in Fiscal Year .......................................................     61
   6.12       Limitation on Negative Pledge Clauses ......................................................     61
   6.13       Limitation on Lines of Business ............................................................     61
   6.14       Governing Documents ........................................................................     61
   6.15       Limitation on Subsidiary Formation .........................................................     62
   6.16       Limitation on Securities Issuances .........................................................     62
   6.17       Asbestos ...................................................................................     62
   6.18       Alterations, Maintenance, Repairs, Waste ...................................................     62
   6.19       Limitations on Leasing .....................................................................     62
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SECTION 7. EVENTS OF DEFAULT
SECTION 8. THE AGENT
   8.1        Appointment ................................................................................     66
   8.2        Delegation of Duties .......................................................................     67
   8.3        Exculpatory Provisions .....................................................................     67
   8.4        Reliance by Agent ..........................................................................     67
   8.5        Notice of Default ..........................................................................     67
   8.6        Non-Reliance on Agent and Other Lenders ....................................................     68
   8.7        Indemnification ............................................................................     68
   8.8        Agent in Its Individual Capacity ...........................................................     69
   8.9        Successor Agent ............................................................................     69
   8.10       Dealings with Agent ........................................................................     69
   8.11       Co-Agent ...................................................................................     69
SECTION 9. MISCELLANEOUS
   9.1        Amendments and Waivers .....................................................................     69
   9.2        Notices ....................................................................................     70
   9.3        No Waiver; Cumulative Remedies .............................................................     72
   9.4        Survival of Representations and Warranties .................................................     72
   9.5        Payment of Expenses and Taxes ..............................................................     72
   9.6        Successors and Assigns; Participations and Assignments .....................................     73
   9.7        Adjustments; Set-off .......................................................................     75
   9.8        Counterparts ...............................................................................     76
   9.9        Severability ...............................................................................     76
   9.10       Integration ................................................................................     76
   9.11       GOVERNING LAW ..............................................................................     76
   9.12       Submission To Jurisdiction; Waivers ........................................................     76
   9.13       Acknowledgments ............................................................................     77
   9.14       WAIVERS OF JURY TRIAL ......................................................................     77
   9.15       Confidentiality ............................................................................     78
   9.16       Recourse ...................................................................................     78
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SCHEDULES

   Schedule I                     Lenders, Commitments, and Lending Offices
   Schedule 1.1(a)                Properties and Allocated Loan Amounts
   Schedule 1.1(b)                Capital Expenditures Adjustments
   Schedule 2.2                   Scheduled Loan Repayments
   Schedule 3.4(b)                Permitting and Regulatory Matters
   Schedule 3.6                   Certain Litigation
   Schedule 3.8(a)                Permitted Encumbrances
   Schedule 3.8(c)                Lease Defaults
   Schedule 3.8(d)                Service Contracts
   Schedule 3.8(e)                Tax Assessments
   Schedule 3.8(g)                Amendments to Condominium
   Schedule 3.8(h)                Ground Lease Defaults
   Schedule 3.8(i)                Tenant Improvement Obligations
   Schedule 3.8(m)                Leasing Brokerage Contracts
   Schedule 3.14                  Subsidiaries
   Schedule 3.20                  Environmental Matters
   Schedule 4.1(b)                Scheduled Leases
   Schedule 6.1                   Existing Indebtedness and Hedging Obligations
   Schedule 6.3                   Existing Guarantee Obligations
   Schedule 6.10                  Certain Affiliate Transactions

EXHIBITS

   Exhibit A                      Form of Note
   Exhibit B                      Form of Tax Status Certificate
   Exhibit C                      Form of Initial Borrowing Certificate
   Exhibit D                      Form of Opinion of Sullivan & Cromwell
   Exhibit E                      Form of Assignment and Acceptance
   Exhibit F                      Form of Amendment to Existing Credit Agreement
   Exhibit G                      Form of Eligible Assignee Certificate




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         CREDIT AGREEMENT, dated as of April 12, 1999, among RCPI TRUST, a
Delaware business trust (the "Borrower"), the lenders from time to time parties
to this Agreement (the "Lenders"), NATIONSBANK, N.A., a national banking
association, as agent for the Lenders hereunder and BANKBOSTON, N.A., a national
banking association, as co-agent for the Lenders hereunder.

                                    RECITALS

         The Borrower was formed to take title to certain real and personal
property constituting a portion of the twelve buildings in New York City known
as Rockefeller Center, pursuant to the Second Amended Joint Plan of
Reorganization, confirmed on May 29, 1996, in the bankruptcy cases of RCP
Associates, a New York limited partnership, and Rockefeller Center Properties, a
New York general partnership. Pursuant to the Agreement and Plan of Merger,
dated as of November 7, 1995, as amended (the "Merger Agreement"), among
Rockefeller Center Properties, Inc. ("Old RCPI"), predecessor by merger to
Rockefeller Center Properties, Inc., a Delaware corporation, the surviving
entity of the merger of Old RCPI with and into RCPI Holdings, Inc., a Delaware
corporation (such surviving entity, "Holdings" or "RCPI"), RCPI Merger, Inc., a
Delaware corporation ("RCPI Merger"), and certain investors party thereto, RCPI
Merger was merged with and into RCPI effective July 10, 1996, after giving
effect to which RCPI was a wholly-owned subsidiary of Holdings. Each of RCPI and
RCPI Investors LLC, a Delaware limited liability company (the "LLC"), are the
owners of approximately 50% in beneficial interest in the Borrower. The Borrower
has assumed substantially all of the liabilities of RCPI. Pursuant to the
Existing Senior Credit Agreement (as hereinafter defined), certain lenders have
made available a loan facility to the Borrower in an original aggregate
principal amount of $100,000,000, under which $80,000,000 aggregate principal
amount of loans is outstanding as of the date hereof, which will be reduced to
$73,750,000 on March 31, 1999. The Borrower has requested that each of the
Lenders make one or more term loans to the Borrower in one or more advances, in
an aggregate principal amount not to exceed $47,000,000, the proceeds of which
would be used to fund budgeted tenant work allowances and leasing commissions,
to fund capital improvements to the Properties, to fund scheduled amortization
payments under the Existing Senior Credit Agreement, and for other general
working capital purposes of the Borrower.

         The Lenders are willing to make such term loans available to the
Borrower, but only on the terms, and subject to the conditions, set forth in
this Agreement.

         Accordingly, the parties hereto hereby agree as follows:

         SECTION 1. DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

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               "Accelerated Amortization Payment": as defined in Section
          2.11(e).

               "Adjusted Debt Service Coverage Ratio": for any period, the Debt
          Service Coverage Ratio for such period excluding, however, from the
          calculation of such Debt Service Coverage Ratio any principal and
          interest to be paid with respect to the Loans.

               "Adjusted Net Operating Income": for any Test Period, Net
          Operating Income for such period minus the Stabilized Capital
          Expenditures Amount for such period.

               "Affected Lender": as defined in Section 2.21.

               "Affiliate": as to any Person, any other Person which, directly
          or indirectly, is in control of, is controlled by, or is under common
          control with, such Person. For purposes of this definition, "control"
          of a Person (including, with its correlative meanings, "controlled by"
          and "under common control with") means the power, directly or
          indirectly, either to (a) vote 10% or more of the securities having
          ordinary voting power for the election of directors of such Person or
          (b) direct or cause the direction of the management and policies of
          such Person, whether by contract or otherwise.

               "Agent": NationsBank, N.A., together with its affiliates, as the
          arranger of the Commitments and as the agent for the Lenders under
          this Agreement and the other Loan Documents. For purposes of
          clarification, the Co-Agent shall not be deemed the "Agent" for any
          purpose hereunder.

               "Agreement": this Credit Agreement, as amended, supplemented or
          otherwise modified from time to time.

               "Air Rights": the excess, if any, of the maximum permissible
          floor area of buildings now or hereafter available for "as of right"
          development of buildings on the portion of the Properties described as
          "Remaining Property" on Schedule 1.1(a) annexed hereto, together with
          all buildings and improvements thereon and all rights appurtenant
          thereto, without regard to the landmark status of the improvements
          thereon, over the current as-built floor area of the improvements
          erected on such parcel, all determined in accordance with the
          applicable provisions of the Zoning Resolution, and including, without
          limitation, the development rights specified in the Special Permit. As
          used in this definition, "Special Permit" means that certain special
          permit granted by the City Planning Commission of The City of New York
          (Permit No. C 890639 ZSM), as amended, renewed or replaced from time
          to time; and "Zoning Resolution" means the Zoning Resolution of The
          City of New York, as amended from time to time, promulgated by the
          City Planning Commission pursuant to Section 200 of the New York City
          Charter.

               "Allocated Loan Amount": with respect to any Property, the amount
          set forth opposite the name of such Property on Schedule 1.1(a);
          provided, however, that the Allocated Loan Amount of each Property
          shall be reduced on and as of the date of any scheduled payment of
          principal of the Loans or any optional or mandatory prepayment


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          of the Loans (other than any mandatory prepayment made pursuant to
          Section 2.11(a) in connection with any Release, but only to the extent
          of the Allocated Loan Amount(s) of the Property or Properties (or
          portions thereof) being released) by an amount equal to the amount of
          such payment or prepayment multiplied by a fraction, the numerator of
          which shall be such Allocated Loan Amount immediately prior to such
          reduction and the denominator of which shall be the aggregate of all
          Allocated Loan Amounts of all Properties owned by the Borrower
          immediately prior to such reduction; provided, further, however, that
          for purposes of determining any reduction of any Allocated Loan
          Amount, if a Release shall occur on the same date as any payment or
          prepayment of the Loans which would require a reduction in Allocated
          Loan Amounts pursuant to the immediately preceding proviso, such
          Release shall be deemed to occur prior to such payment or prepayment
          and prior to such reduction in Allocated Loan Amounts; and provided,
          further, however, that, with respect to the Release of any portion of
          any Property, (i) the Allocated Loan Amount of such Property shall be
          allocated ratably between the portion of such Property subject to such
          Release and the portion of such Property not subject to such Release
          by the Agent in good faith based upon such factors as, without
          limitation, the respective square footages and loan to value ratios of
          such portions of such Property and the contractual rents attributable
          to such portions of such Property, and such allocated amount shall be
          deemed the "Allocated Loan Amount" for each such portion of such
          Property, and (ii) from and after such Release, the portion of such
          Property which was not subject to such Release shall be deemed to be a
          "Property" for all purposes hereof.

               "Applicable Lending Office": for each Lender and for each Type of
          Loan, the lending office of such Lender designated for such Type of
          Loan on Schedule I hereto (or any other lending office from time to
          time notified to the Agent by such Lender ) as the office at which its
          Loans of such Type are to be made and maintained.

               "Applicable Margin": for any Loan of any Type at any time, the
          rate per annum set forth under the relevant column heading set forth
          below:


                         Eurodollar                   Base Rate
                            Loans                       Loans
                       ---------------             ----------------
                            2.50%                       0.00%

               "Arranger": NationsBanc Montgomery Securities, LLC, as the sole
          lead arranger, book manager and syndication agent of the Commitments.

               "Assignee": as defined in Section 9.6(c).

               "Assignment and Acceptance": as defined in Section 9.6(c).

               "Available Commitment": as to any Lender at any time, an amount
          equal to the excess, if any, of (a) the amount of such Lender's
          Commitment at such time over (b) the aggregate principal amount of all
          Loans theretofore made by such Lender.

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               "Base Rate": for any day, the rate per annum (rounded upward, if
          necessary, to the next 1/100 of 1%) equal to the greater of (a) the
          Prime Rate in effect on such day and (b) the Federal Funds Effective
          Rate in effect on such day plus 1/2 of 1%. For purposes hereof,
          "Prime Rate" shall mean the rate of interest publicly announced by
          NationsBank in Charlotte, North Carolina, from time to time as its
          base rate (the base rate not being intended to be the lowest rate of
          interest charged by NationsBank in connection with extensions of
          credit to debtors.)

               "Base Rate Loans": Loans the rate of interest applicable to which
          is based upon the Base Rate.

               "Borrower": as defined in the heading to this Agreement.

               "Borrowing Date": any Business Day specified in a notice pursuant
          to Section 2.3 as a date on which the Borrower requests the Lenders to
          make Loans hereunder.

               "Business":  as defined in Section 3.21(b).

               "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in Dallas, Texas or New York City are
         authorized or required by law to close, and, if such day relates to a
         borrowing of, a payment or prepayment of principal of or interest on,
         or a Conversion of or into, or an Interest Period for, a Eurodollar
         Loan or a notice by the Borrower with respect to any such borrowing,
         payment, prepayment, Conversion or Interest Period, which is also a day
         on which dealings in Dollar deposits are carried out in the London
         interbank market.

               "Capital Budget": as defined in Section 5.2(c).

               "Capital Stock": any and all shares, interests, participations or
          other equivalents (however designated) of capital stock of a
          corporation, any and all similar ownership interests in a Person
          (other than a corporation) and any and all warrants or options to
          purchase any of the foregoing.

               "Cash Equivalents": (a) securities with maturities of one year or
          less from the date of acquisition issued or fully guaranteed or
          insured by the United States Government or any agency thereof, (b)
          certificates of deposit and eurodollar time deposits with maturities
          of one year or less from the date of acquisition and overnight bank
          deposits of any Lender or of any commercial bank having capital and
          surplus in excess of $500,000,000, (c) repurchase obligations of any
          Lender or of any commercial bank satisfying the requirements of clause
          (b) of this definition, having a term of not more than 30 days with
          respect to securities issued or fully guaranteed or insured by the
          United States Government, (d) commercial paper of a domestic issuer
          rated at least A-1 or the equivalent thereof by Standard and Poor's
          Ratings Group ("S&P") or P-1 or the equivalent thereof by Moody's
          Investors Service, Inc. ("Moody's") and in either case maturing within
          270 days after the day of acquisition, (e) securities with maturities
          of one year or less from the date of acquisition issued or fully
          guaranteed by any state, commonwealth or territory of the United
          States, by any political subdivision or taxing



                                      -4-
<PAGE>   10

          authority of any such state, commonwealth or territory or by any
          foreign government, the securities of which state, commonwealth,
          territory, political subdivision, taxing authority or foreign
          government (as the case may be) are rated at least A by S&P or A by
          Moody's, (f) securities with maturities of one year or less from the
          date of acquisition backed by standby letters of credit issued by any
          Lender or any commercial bank satisfying the requirements of clause
          (b) of this definition or (g) shares of money market mutual or similar
          funds which invest exclusively in assets satisfying the requirements
          of clauses (a) through (f) of this definition.

               "Closing Date": the date on which the conditions precedent set
          forth in Section 4.1 are satisfied and the initial Loans are made.

               "Co-Agent": BankBoston, N.A., in its capacity as co-agent
          hereunder.

               "Code": the Internal Revenue Code of 1986, as amended from time
          to time.

               "Commitment": as to any Lender, its obligation to make Loans to
          the Borrower pursuant to Section 2.1 in an aggregate amount not to
          exceed the amount set forth opposite such Lender's name on Schedule I
          or in an Assignment and Acceptance, as such amount may be reduced from
          time to time in accordance with the provisions of this Agreement.

               "Commitment Period": the period from and including the date
          hereof to but not including the Termination Date or such earlier date
          on which the Commitments shall terminate as provided herein.

               "Commitment Percentage": as to any Lender, the quotient,
          expressed as a percentage, equal to such Lender's Commitment divided
          by the aggregate Commitments.

               "Commonly Controlled Entity": an entity, whether or not
          incorporated, which is under common control with the Borrower within
          the meaning of Section 4001 of ERISA or is part of a group which
          includes the Borrower and which is treated as a single employer under
          Section 414 of the Code.

               "Condominium": The Rockefeller Center Tower Condominium formed
          pursuant to the document specified in clause (b) of the definition of
          "Condominium Documents".

               "Condominium Documents": the collective reference to:

               (a) the Expense Sharing Agreement;

               (b) the Amended and Restated Declaration, dated as of July 17,
          1996, establishing a Plan for Condominium Ownership of Premises in a
          Portion of the Block Bounded by Rockefeller Plaza, Avenue of the
          Americas, West 49th Street and West 50th Street, New York, N.Y.,
          pursuant to Article 9-B of the Real Property Law of the


                                      -5-
<PAGE>   11

          State of New York, Name: The Rockefeller Center Tower Condominium,
          including the By-Laws of the Condominium annexed thereto;

               (c) the Operation, Maintenance and Reciprocal Easement Agreement,
          dated as of July 17, 1996, among the Borrower, NBC Trust, NBC, the
          Condominium, RCP Associates and the New York City Industrial
          Development Agency;

               (d) the Declaration of Covenants and Restrictions, dated as of
          July 17, 1996, between the Borrower and NBC; and

               (e) the Agreement of First Offer, dated as of July 17, 1996,
          between the Borrower and NBC;

               as any of the foregoing may be amended, supplemented or otherwise
          modified from time to time in accordance with Section 6.10.

               "Condominium Regime": the condominium regime created by the
          Amended and Restated Declaration dated as of July 17, 1996 for
          Rockefeller Center Tower Condominium recorded in the Office of the New
          York City Register in Reel 2348 at page 0853.

               "Continue", "Continuation" and "Continued" shall refer to the
          continuation of a Eurodollar Loan from one Interest Period to the next
          Interest Period.

               "Contractual Obligation": as to any Person, any provision of any
          security issued by such Person or of any agreement, instrument or
          other undertaking to which such Person is a party or by which it or
          any of its property is bound.

               "Convert", "Conversion" and "Converted" shall refer to a
          conversion of Eurodollar Loans into Base Rate Loans or of Base Rate
          Loans into Eurodollar Loans, which may be accompanied by the transfer
          by a Lender (at its sole discretion) of a Loan from one Applicable
          Lending Office to another.

               "Credit Exposure": as to any Lender at any time, the sum of (a)
          its unutilized Commitment, if any, and (b) the unpaid principal amount
          of its Loans.

               "Credit Exposure Percentage": as to any Lender at any time, a
          fraction (expressed as a percentage), the numerator of which is the
          Credit Exposure of such Lender at such time and the denominator of
          which is the aggregate Credit Exposures of all of the Lenders at such
          time.

               "Debt Service Coverage Ratio": for any period, the ratio of (a)
          Adjusted Net Operating Income for such period to (b) the sum of (i)
          all installments of principal on the Loans and the Existing Loans
          scheduled to be paid during such period (determined without giving
          effect to any optional prepayments of the Loans pursuant to Section
          2.10 hereof or the Existing Loans pursuant to Section 2.10 of the
          Existing Senior Credit Agreement or optional reductions of the
          Commitments pursuant to Section 2.5 hereof



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<PAGE>   12



          or the Existing Commitments pursuant to Section 2.5 of the Existing
          Senior Credit Agreement made at any time), (ii) all interest accrued
          or payable on the Loans and the Existing Loans during such period
          (after giving effect to any principal payments made on account of the
          Loans and the Existing Loans) and (iii) the interest accrued or
          payable on the 14% Debentures during such period (excluding scheduled
          interest accrued on the 14% Debentures during any time prior to such
          period, but including interest accrued on such unpaid interest for the
          period since the immediately preceding 14% Debenture Interest Payment
          Date), whether or not such interest has been paid, in accordance with
          the Intercreditor Agreement.

               "Debt to Value Ratio": at any time, (a) the aggregate amount of
          all Indebtedness of the Borrower then outstanding, divided by (b) the
          sum of the Fair Market Values at such time of all of the Properties
          then owned by the Borrower.

               "Default": any of the events specified in Section 7, whether or
          not any requirement for the giving of notice, the lapse of time, or
          both, or any other condition, has been satisfied.

               "Dollars" and "$": dollars in lawful currency of the United
          States of America.

               "Eligible Assignee": (i) a Lender; (ii) an Affiliate of a Lender;
          (iii) a commercial bank organized under the laws of the United States,
          or any State thereof, and having a combined capital and surplus of at
          least $500,000,000; (iv) a savings and loan association or savings
          bank organized under the laws of the United States, or any State
          thereof, and having a combined capital and surplus of at least
          $500,000,000; (v) a commercial bank organized under the laws of any
          other country that is a member of the Organization For Economic
          Cooperation and Development or has concluded special lending
          arrangements with the International Monetary Fund associated with its
          General Arrangements to Borrow or a political subdivision of any such
          country, and having a combined capital and surplus of at least
          $500,000,000, so long as such bank is acting through a branch or
          agency located in the United States; and (vi) a finance company,
          insurance company or other financial institution, mutual fund or other
          fund (whether a corporation, partnership, trust or other entity) that
          is engaged in making, purchasing or otherwise investing in commercial
          loans in the ordinary course of its business and having a combined
          capital and surplus of at least $250,000,000; provided, however, that
          neither any Loan Party nor any Affiliate of a Loan Party shall qualify
          as an Eligible Assignee under this definition; provided, further, that
          any of the entities specified in (i) through (iv) above shall not be
          deemed an Eligible Assignee unless such entity executes and delivers a
          completed certificate attached as Exhibit G hereto.

               "Engineers Reports": collectively, (a) the report of Merritt &
          Harris, Inc., dated September 2, 1995, (b) the report of Hoffmann
          Architects, dated September, 1995, (c) the report of Edwards & Zuck,
          P.C., not dated, (d) the report of Tornton-Tomasetti/Engineers, dated
          August 28, 1995, (e) the report of Syska & Hennessy, Inc., Engineers,
          dated August 28, 1995, (f) the report of Facilities Technology
          Consultants, Inc., dated August 25, 1995, (g) the report of Landmark
          Elevator Consultants as edited



                                      -7-
<PAGE>   13

          by Merritt & Harris, Inc., dated September 2, 1995, in each case
          addressed to Tishman with respect to the Properties, (h) the letter
          report of Comprehensive Building Analysis, Inc., dated March 31, 1999,
          and (i) the update letter report of Ambient Lab, Inc., dated March 25,
          1999.

               "Environmental Laws": any and all Federal, state, local or
          municipal laws, rules, orders, regulations, statutes, ordinances,
          codes, decrees, requirements of any Governmental Authority or other
          Requirements of Law (including common law) regulating, relating to or
          imposing liability or standards of conduct concerning protection of
          human health or the environment, as now or may at any time hereafter
          be in effect and applicable to the Borrower or its properties.

               "Estimated Calculation": as defined in Section 5.2(h).

               "ERISA": the Employee Retirement Income Security Act of 1974, as
          amended from time to time.

               "Eurocurrency Reserve Requirements": for any day as applied to a
          Eurodollar Loan, the aggregate (without duplication) of the rates
          (expressed as a decimal fraction) of reserve requirements in effect on
          such day (including, without limitation, basic, supplemental, marginal
          and emergency reserves under any regulations of the Board of Governors
          of the Federal Reserve System or other Governmental Authority having
          jurisdiction with respect thereto) dealing with reserve requirements
          prescribed for eurocurrency funding (currently referred to as
          "Eurocurrency Liabilities" in Regulation D of such Board) maintained
          by a member bank of such System. As of the date hereof, the
          Eurocurrency Reserve Requirements are zero.

               "Eurodollar Base Rate": with respect to each day during each
          Interest Period pertaining to a Eurodollar Loan, (i) the rate per
          annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
          appearing on Telerate Page 3750 (or any successor page) as the London
          interbank offered rate for deposits in Dollars at approximately 11:00
          a.m. (London time) two Business Days prior to the first day of such
          Interest Period for a term comparable to such Interest Period, or (ii)
          if for any reason the rate described in clause (i) of this definition
          is not available, the rate per annum (rounded upwards, if necessary,
          to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
          the London interbank offered rate for deposits in Dollars at
          approximately 11:00 a.m. (London time) two Business Days prior to the
          first day of such Interest Period for a term comparable to such
          Interest Period, provided, however, that if more than one rate is
          specified on Reuters Screen LIBO Page, the applicable rate shall be
          the arithmetic mean of all such rates.

               "Eurodollar Loans": Loans the rate of interest applicable to
          which is based upon the Eurodollar Rate.

               "Eurodollar Rate": with respect to each day during each Interest
          Period pertaining to a Eurodollar Loan, a rate per annum determined
          for such day in accordance with the following formula (rounded upward
          to the nearest 1/100th of 1%):


                                      -8-
<PAGE>   14


                              Eurodollar Base Rate
                              --------------------
                    1.00 - Eurocurrency Reserve Requirements

               "Event of Default": any of the events specified in Section 7;
          provided that any requirement for the giving of notice, the lapse of
          time, or both, or any other condition, has been satisfied.

               "Expense Sharing Agreement": the Unit Owners Agreement dated as
          of July 17, 1996 between the Borrower, NBC Trust, NBC, General
          Electric Company and the Condominium.

               "Existing Loan Documents": the "Loan Documents", as defined under
          the Existing Senior Credit Agreement.

               "Existing Loans": the loans made under the Existing Senior Credit
          Agreement.

               "Existing Senior Credit Agreement": that certain Credit
          Agreement, dated as of May 16, 1997, among the Borrower, the lenders
          from time to time parties thereto and NationsBank (as successor by
          merger to NationsBank of Texas, N.A.), as agent for the lenders, as
          amended, supplemented or otherwise modified from time to time.

               "Extension Fee": as defined in Section 2.6(g).

               "Extension Term": if the Maturity Date is extended pursuant to
          Section 2.6, the period commencing on the Original Maturity Date and
          ending on the New Maturity Date.

               "Fair Market Value": with respect to any Property at any time,
          the value of such Property most recently determined by an appraisal
          completed by an MAI appraiser, reasonably acceptable to the Agent and,
          if required under FIRREA or other applicable Requirements of Law,
          engaged by the Agent, such appraisal to be completed utilizing only a
          Sales Comparison Approach and Income Capitalization Approach in
          accordance with the appraisal criteria specified in The Appraisal of
          Real Estate, Eleventh Edition, published by the Appraisal Institute.

               "Federal Funds Effective Rate": for any day, the weighted average
          of the rates on overnight federal funds transactions with members of
          the Federal Reserve System arranged by federal funds brokers, as
          published on the next succeeding Business Day by the Federal Reserve
          Bank of New York, or, if such rate is not so published for any day
          which is a Business Day, the average of the quotations for the day of
          such transactions received by the Agent from three federal funds
          brokers of recognized standing selected by it.

               "Fee Letter": the letter agreement, dated as of April 12, 1999,
          between the Borrower and NationsBank, as the same may be amended,
          supplemented or otherwise modified from time to time.

                                      -9-
<PAGE>   15

               "Financing Lease": any lease of property, real or personal, the
          obligations of the lessee in respect of which are required in
          accordance with GAAP to be capitalized on a balance sheet of the
          lessee

               "FIRREA": the Financial Institutions Reform, Recovery and
          Enforcement Act of 1989, as amended.

               "14% Debenture Interest Payment Date": any date on which interest
          is payable pursuant to the 14% Debentures and the 14% Debentures
          Purchase Agreement (disregarding the effect of the Intercreditor
          Agreement).

               "14% Debenture Quarterly Amount": with respect to any 14%
          Debenture Interest Payment Date, one-half of the amount of interest
          scheduled to be paid on the 14% Debentures on such 14% Debenture
          Interest Payment Date (excluding scheduled interest on the 14%
          Debentures unpaid from prior 14% Debenture Interest Payment Dates, but
          including interest accrued on such unpaid interest for the period
          since the immediately preceding 14% Debenture Interest Payment Date).

               "14% Debentures": the Borrower's 14% Debentures due 2007.

               "14% Debentures Purchase Agreement": the Amended and Restated
          Debenture Purchase Agreement, dated as of July 17, 1996, between the
          Borrower and Whitehall, as amended pursuant to the First Amendment to
          Amended and Restated Debenture Purchase Agreement, dated as of May 16,
          1997, as further amended pursuant to the Second Amendment to Amended
          and Restated Debenture Purchase Agreement, dated as of the date
          hereof, and as further amended, supplemented or otherwise modified
          from time to time as permitted hereunder.

               "GAAP": generally accepted accounting principles in the United
          States of America in effect from time to time.

               "Governing Documents": as to any Person, its articles or
          certificate of incorporation and by-laws, its partnership agreement,
          its certificate of formation and operating agreement, and/or the other
          organizational or governing documents of such Person.

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

               "Ground Leases": collectively, (a) that certain unrecorded
          Amended and Restated Lease dated July 17, 1996 by and between RCP
          Associates as landlord and Rockefeller Center Properties as tenant,
          and (b) that certain Lease, dated August 23, 1949, between the
          Ministers, Elders and Deacons of the Reformed Protestant Dutch Church
          of The City of New York, a religious corporation organized under the
          Royal Charter of 1696 and existing under the laws of the State of New
          York (the "Church"), as lessor, and Massachusetts Mutual Life
          Insurance Company, a Massachusetts


                                      -10-
<PAGE>   16

          corporation ("Mass Mutual"), as lessee, recorded in the Office of the
          City Register for New York County (the "Register's Office") on
          September 2, 1949 in Liber 4637, page 103, as modified by the
          Modification of Lease Agreement dated April 26, 1950, between the
          Church and Mass Mutual, recorded on May 10, 1950 in the Register's
          Office in Liber 4673, page 106, as assigned by the Assignment of
          Lease, dated May 13, 1963, between the Church and Rock-Sinclair, Inc.,
          a New York corporation ("Rock-Sinclair"), recorded on May 16, 1963 in
          the Register's Office in Liber 5232, page 130, as modified by the
          Modification of Lease dated May 15, 1963, made by and between the
          Church and Rock-Sinclair, Inc., recorded May 16, 1963 in Liber 5232 cp
          130, as assigned by the Assignment of Lease, dated May 22, 1963, made
          by Rock-Sinclair, as Assignor, to Rockefeller Center, Inc., as
          Assignee, recorded May 23, 1963 in Liber 5233 cp 171, as modified by
          the Modification of Lease, dated as of October 15, 1979, between the
          Church and Rockefeller Center, Inc., recorded on March 4, 1980 in the
          Register's Office in Reel 516, page 92, as assigned by the Assignment
          and Assumption Agreement, dated September 11, 1985, between
          Rockefeller Group, Inc., formerly known as Rockefeller Center, Inc.,
          as Assignor, and Rockefeller Center Properties, as Assignee, recorded
          September 12, 1985 in Reel 960 page 766, as assigned by the Assignment
          and Assumption of Ground Lease, dated as of July 17, 1996, made by
          Rockefeller Center Properties to RCPI Trust, recorded on July 22, 1996
          in the Register's Office in Reel 2347, page 605.

               "Guarantee Obligation": as to any Person (the "guaranteeing
          person"), any obligation of (a) the guaranteeing person or (b) another
          Person (including, without limitation, any bank under any letter of
          credit) to induce the creation of which the guaranteeing person has
          issued a reimbursement, counterindemnity or similar obligation, in
          either case guaranteeing or in effect guaranteeing any Indebtedness,
          leases, dividends or other obligations (the "primary obligations") of
          any other third Person (the "primary obligor") in any manner, whether
          directly or indirectly, including, without limitation, any obligation
          of the guaranteeing person, whether or not contingent, (i) to purchase
          any such primary obligation or any property constituting direct or
          indirect security therefor, (ii) to advance or supply funds (1) for
          the purchase or payment of any such primary obligation or (2) to
          maintain working capital or equity capital of the primary obligor or
          otherwise to maintain the net worth or solvency of the primary
          obligor, (iii) to purchase property, securities or services primarily
          for the purpose of assuring the owner of any such primary obligation
          of the ability of the primary obligor to make payment of such primary
          obligation or (iv) otherwise to assure or hold harmless the owner of
          any such primary obligation against loss in respect thereof; provided,
          however, that the term Guarantee Obligation shall not include
          endorsements of instruments for deposit or collection in the ordinary
          course of business. The terms "Guarantee" and "Guaranteed" used as a
          verb shall have a correlative meaning. The amount of any Guarantee
          Obligation of any guaranteeing person shall be deemed to be the lower
          of (a) an amount equal to the stated or determinable amount of the
          primary obligation in respect of which such Guarantee Obligation is
          made and (b) the maximum amount for which such guaranteeing person may
          be liable pursuant to the terms of the instrument embodying such
          Guarantee Obligation, unless such primary obligation and the maximum
          amount for which such


                                      -11-
<PAGE>   17

          guaranteeing person may be liable are not stated or determinable, in
          which case the amount of such Guarantee Obligation shall be such
          guaranteeing person's maximum reasonably anticipated liability in
          respect thereof as determined by the Borrower in good faith.

               "Hedging Obligations": of any Person, all obligations of such
          Person in respect of any rate swap transaction, basis swap, forward
          rate transaction, commodity swap, commodity option, equity or equity
          index swap, equity or equity index option, bond option, interest rate
          option, foreign exchange transaction, cap transaction, floor
          transaction, collar transaction, currency swap transaction,
          cross-currency rate swap transaction, currency option, credit
          derivative transaction or any other similar transaction (including any
          option with respect to any of the foregoing transactions) or any
          combination of the foregoing transactions.

               "Holdings": as defined in the Recitals hereto.

               "Indebtedness": of any Person at any date, without duplication,
          (a) all indebtedness of such Person for borrowed money (whether by
          loan or the issuance and sale of debt securities) or for the deferred
          purchase price of property or services, (b) any other indebtedness of
          such Person which is evidenced by a note, bond, debenture or similar
          instrument, (c) all obligations of such Person under Financing Leases,
          (d) all obligations of such Person in respect of letters of credit,
          acceptances or similar instruments issued or created for the account
          of such Person and (e) all liabilities secured by any Lien on any
          property owned by such Person even though such Person has not assumed
          or otherwise become liable for the payment thereof, provided, however,
          that Indebtedness shall not include (i) the obligations of the
          Borrower under any lease to provide tenant improvements or tenant
          allowances, or (ii) except for purposes of Section 6.1, current trade
          liabilities permitted under Section 6.1(g) hereof.

               "Insolvency": with respect to any Multiemployer Plan, the
          condition that such Plan is insolvent within the meaning of Section
          4245 of ERISA.

               "Insolvent": pertaining to a condition of Insolvency.

               "Intercreditor Agreement": the Amended and Restated Intercreditor
          and Subordination Agreement, to be executed and delivered by, the
          Agent, on behalf of the Lenders hereunder and as agent for the lenders
          under the Existing Senior Credit Agreement, the holder(s) of the 14%
          Debentures, Whitehall and the Borrower, as the same may be amended,
          supplemented or otherwise modified from time to time.

               "Interest Payment Date": (a) as to any Base Rate Loan, the last
          day of each calendar month, and (b) as to any Eurodollar Loan, the
          last day of each Interest Period therefor.

               "Interest Period": with respect to any Eurodollar Loan:

                                      -12-
<PAGE>   18

               (i) initially, the period commencing on the Borrowing Date or
          Conversion date, as the case may be, with respect to such Eurodollar
          Loan and ending one, two, three or six months thereafter, as selected
          by the Borrower in its notice of borrowing or notice of Conversion, as
          the case may be, given with respect thereto; and

               (ii) thereafter, each period commencing on the last day of the
          next preceding Interest Period applicable to such Eurodollar Loan and
          ending one, two, three or six months thereafter, as selected by the
          Borrower by irrevocable notice to the Agent not less than three
          Business Days prior to the last day of the then current Interest
          Period with respect thereto;

               provided that,

               (1) if any Interest Period would otherwise end on a day that is
          not a Business Day, such Interest Period shall be extended to the next
          succeeding Business Day unless the result of such extension would be
          to carry such Interest Period into another calendar month in which
          event such Interest Period shall end on the immediately preceding
          Business Day;

               (2) any Interest Period that would otherwise extend beyond the
          Maturity Date shall end on the Maturity Date; and

               (3) any Interest Period pertaining to a Eurodollar Loan that
          begins on the last Business Day of a calendar month (or on a day for
          which there is no numerically corresponding day in the calendar month
          at the end of such Interest Period) shall end on the last Business Day
          of a calendar month.

               "Investors": collectively, WHRC II Real Estate Limited
          Partnership, a Delaware limited partnership; Prometheus Investors,
          L.L.C., a Delaware limited liability company; EXOR Group, a Luxembourg
          investment holding company; EXOR America Inc., a Delaware corporation;
          Rockprop, L.L.C., a Delaware limited liability company; Troutlet
          Investments Corporation, a British Virgin Islands corporation; Gribble
          Investment (Tortola) BVI, Inc., a British Virgin Islands corporation;
          Weevil Investment (Tortola) BVI, Inc., a British Virgin Islands
          corporation; and Coreopsis Corporation, a Delaware corporation.

               "Key Principals": collectively, Whitehall Street Real Estate
          Limited Partnership V, a Delaware limited partnership, David
          Rockefeller, EXOR Group, a Luxembourg investment holding company,
          Tishman Speyer Crown Equities, a Delaware general partnership, and
          Bonito Investments, LDC, a Bahamas limited duration company.

               "Leases": collectively, the Space Leases and the Retail Leases.

               "Lenders": as defined in the caption to this Agreement.

                                      -13-
<PAGE>   19

               "Lien": any mortgage, pledge, hypothecation, assignment, deposit
          arrangement, violation, encumbrance, lien (statutory, choate, inchoate
          or other), charge or other security interest or any preference,
          priority or other security agreement or preferential arrangement of
          any kind or nature whatsoever (including, without limitation, any
          conditional sale or other title retention agreement and any Financing
          Lease having substantially the same economic effect as any of the
          foregoing), and the filing of any financing statement under the
          Uniform Commercial Code or comparable law of any jurisdiction in
          respect of any of the foregoing.

               "Limited Recourse Agreement": the Limited Recourse Agreement to
          be executed and delivered by each Key Principal, in form as agreed
          between the Borrower, the Agent and each Key Principal, as the same
          may be amended, supplemented or otherwise modified from time to time.

               "LLC": as defined in the Recitals hereto.

               "Loan": any loan made by any Lender pursuant to this Agreement.

               "Loan Documents": this Agreement, the Notes, the Intercreditor
          Agreement and the Limited Recourse Agreement.

               "Loan Parties": collectively, the Borrower, Whitehall and each
          Key Principal.

               "Majority Lenders": at any time, Lenders the Credit Exposure
          Percentages of which aggregate more than 50%.

               "Major Retail Lease": any Retail Lease, or Retail Leases to an
          affiliated group of tenants, providing for the lease of space in an
          aggregate amount of 10,000 square feet or more.

               "Major Space Lease": any Space Lease, or Space Leases to an
          affiliated group of tenants, providing for the lease of space in an
          aggregate amount of 100,000 square feet or more.

               "Material Adverse Effect": a material adverse effect on (a) the
          business, operations, property, condition (financial or otherwise) or
          prospects of the Borrower and its Subsidiaries taken as a whole or (b)
          the validity or enforceability of this or any of the other Loan
          Documents or the rights or remedies of the Agent or the Lenders
          hereunder or thereunder.

               "Material Environmental Amount": an amount payable by the
          Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial
          costs, compliance costs, compensatory damages, punitive damages,
          fines, penalties or any combination thereof.

               "Material Service Contracts": as defined in Section 3.8(d).

                                      -14-
<PAGE>   20

               "Materials of Environmental Concern": any gasoline or petroleum
          (including crude oil or any fraction thereof) or petroleum products or
          any hazardous or toxic substances, materials or wastes, defined or
          regulated as such in or under any Environmental Law, including,
          without limitation, asbestos, polychlorinated biphenyls and
          urea-formaldehyde insulation other than in de minimus quantities which
          are maintained in compliance with applicable law.

               "Maturity Date": May 16, 2000, as such date may be extended
          pursuant to Section 2.6.

               "Merger Agreement": as defined in the Recitals hereto.

               "Multiemployer Plan": a Plan which is a multiemployer plan as
          defined in Section 4001(a)(3) of ERISA.

               "NationsBank": NationsBank, N.A., a national banking association.

               "NBC": National Broadcasting Company, Inc.

               "NBC Trust": NBC Trust No. 1996A, a Delaware business trust.

               "Net Cash Flow after Debt Service": for any period, Net Operating
          Income for such period, minus (a) all expenditures during such period
          made by the Borrower in respect of tenant improvements, leasing
          commissions, capital expenditures and replacement reserves, and (b)
          all interest and principal payments (including Accelerated
          Amortization Payments) made on the Loans and the Existing Loans, and
          all interest actually paid on the 14% Debentures (other than payments
          of interest on the 14% Debentures made with the proceeds of cash
          contributions to the common equity of the Borrower by the Investors
          made contemporaneously with such interest payments), during such
          period.

               "Net Operating Income": for any period, all cash revenues earned
          by the Borrower from the Properties for such period, including all
          base, storage and percentage rents, all escalation charges, all
          miscellaneous tenant charges, proceeds from rental interruption
          insurance, and tax, insurance and any other tenant reimbursements (but
          specifically excluding proceeds from dispositions of assets and any
          net payments received by the Borrower with respect to Hedging
          Obligations permitted under Section 6.1(c) and (f)) less any and all
          costs and expenses of a non-capital nature, including but not limited
          to operating, maintenance, taxes, rents, management fees paid to the
          Property Manager, administrative, promotional, marketing, legal and
          accounting costs and expenses, incurred on a cash basis in connection
          with the Properties, but specifically excluding debt service and any
          net payments made by the Borrower with respect to Hedging Obligations
          permitted under Section 6.1 (e) and (f).

               "Net Proceeds": (i) the aggregate cash consideration received by
          the Borrower or a Subsidiary in connection with any transaction
          referred to in Section 2.11(a)(ii) or 2.11(b) less (ii) the actual
          expenses (including out-of-pocket expenses) incurred by the


                                      -15-
<PAGE>   21

          Borrower or such Subsidiary in connection with such transaction
          (including, in the case of any issuance of debt or equity securities,
          underwriters' commissions and fees) and the amount of any federal and
          state taxes incurred in connection with such transaction, in each case
          as certified by a Responsible Officer to the Agent at the time of such
          transaction.

               "New Maturity Date": as defined in Section 2.6.

               "Non-Excluded Taxes": as defined in Section 2.17.

               "Note": as defined in Section 2.2.

               "Obligations": the unpaid principal amount of, and interest
          (including, without limitation, interest accruing after the maturity
          of the Loans and interest accruing after the filing of any petition in
          bankruptcy, or the commencement of any insolvency, reorganization or
          like proceeding, relating to the Borrower, whether or not a claim for
          post-filing or post-petition interest is allowed in such proceeding)
          on the Loans, and all other obligations and liabilities of the
          Borrower to the Agent and the Lenders, whether direct or indirect,
          absolute or contingent, due or to become due, or now existing or
          hereafter incurred, which may arise under, or out of or in connection
          with this Agreement, the Notes and any other Loan Documents and any
          other document made, delivered or given in connection therewith or
          herewith, whether on account of principal, interest, reimbursement
          obligations, fees, indemnities, costs, expenses (including, without
          limitation, all fees and disbursements of counsel to the Agent or to
          the Lenders that are required to be paid by the Borrower pursuant to
          the terms of the Loan Documents) or otherwise.

               "Operating Committee": as defined in that certain Amendment
          Agreement, dated as of May 1, 1997, among Holdings, Rockefeller Center
          Properties, Inc., the Key Principals, the Investors, LLC, the Borrower
          and the Trustees of the Borrower.

               "Original Maturity Date": as defined in Section 2.6.

               "Participant": as defined in Section 9.6(b).

               "PBGC": the Pension Benefit Guaranty Corporation established
          pursuant to Subtitle A of Title IV of ERISA.

               "Permitted Encumbrances": as defined in Section 3.8(a).

               "Permitted Major Retail Lease": any Major Retail Lease which has
          been (or a substantially final draft of which has been) submitted to
          the Agent, together with a written summary of the economic terms
          thereof, and which the Agent has not disapproved of in writing within
          ten days of such submission to the Agent.

               "Permitted Major Space Lease": any Major Space Lease which has
          been (or a substantially final draft of which has been) submitted to
          the Agent, together with a


                                      -16-
<PAGE>   22

          written summary of the economic terms thereof, and which the Agent has
          not disapproved of in writing within ten days of such submission to
          the Agent.

               "Person": an individual, partnership, corporation, limited
          liability company, business trust, joint stock company, trust,
          unincorporated association, joint venture, Governmental Authority or
          other entity of whatever nature.

               "Plan": at a particular time, any Multiemployer Plan or Single
          Employer Plan, and any other employee benefit plan within the meaning
          of Section 3(3) of ERISA, which is maintained for employees of the
          Borrower or a Commonly Controlled Entity.

               "Property": any parcel of real property listed on Schedule 1.1(a)
          (and any portion thereof to the extent set forth in the third proviso
          of the definition of "Allocated Loan Amount"), excluding any such
          parcel (or portion thereof) that is sold after the Closing Date in
          accordance with Section 6.5.

               "Property Management Agreement": as defined in Section 5.10.

               "Property Manager": Tishman, in its capacity as property manager
          under the Property Management Agreement, or any successor property
          manager permitted under the terms of this Agreement.

               "RCPI": as defined in the Recitals hereto.

               "RCPI Merger": as defined in the Recitals hereto.

               "Recourse Party": as defined in the Limited Recourse Agreement.

               "Register": as defined in Section 9.6(d).

               "Regulation U": Regulation U of the Board of Governors of the
          Federal Reserve System as in effect from time to time.

               "Release": any sale, lease (excluding any tenant lease which is
          not in economic substance a financing or disposition transaction),
          assignment, exchange, transfer or other disposition of any Property or
          any interest in any Property. Each of the terms "Release", "Releasing"
          and "Released", used as a verb or adjective, as applicable, shall have
          a correlative meaning.

               "Release Price": with respect to any Property (or portion
          thereof), 125% of the Allocated Loan Amount of such Property (or
          portion thereof), but in no event greater than the aggregate
          outstanding principal balance of the Loans.

               "Rent Roll": the rent roll prepared by the Property Manager dated
          March 31, 1999 showing in tabular form the base and additional rent
          under all Leases for the month prior to the Closing Date.

                                      -17-
<PAGE>   23

               "Reorganization": with respect to any Multiemployer Plan, the
          condition that such plan is in reorganization within the meaning of
          Section 4241 of ERISA.

               "Reportable Event": any of the events set forth in Section
          4043(b) of ERISA, other than those events as to which the thirty day
          notice period is waived under Sections .21, .22, .23, .26, .27 or .28
          of PBGC Reg. Section 4043.

               "Required Lenders": at any time, Lenders the Credit Exposure
          Percentages of which aggregate greater than 50%.

                  "Requirement of Law": as to any Person, the certificate of
         incorporation and by-laws or other organizational documents or
         Governing Documents of such Person, and any law, treaty, rule or
         regulation or determination of an arbitrator or a court or other
         Governmental Authority, in each case applicable to or binding upon such
         Person or any of its property or to which such Person or any of its
         property is subject.

               "Responsible Officer": the president or any vice president of the
          Borrower.

               "Restricted Payments": as defined in Section 6.6.

               "Retail Lease": any lease, sublease (under which the Borrower or
          any Affiliate or Subsidiary of the Borrower is sublandlord), master
          lease, concession or license of retail space at any Property now
          existing or entered into by the Borrower after the date hereof in
          accordance with the terms of this Agreement.

               "RGT Telecommunications Agreement": the letter agreement, dated
          July 17, 1996, between Rockefeller Group Telecommunications Services,
          Inc. and the Borrower, and the letter agreement, dated July 17, 1996,
          between Rockefeller Group, Inc. and the Borrower, in each case as
          amended, supplemented or otherwise modified.

               "Scheduled Leases": as defined in Section 4.1(b).

               "Scheduled Payment Amount": as defined in Schedule 2.2.

               "Single Employer Plan": any Plan which is covered by Title IV of
          ERISA, but which is not a Multiemployer Plan.

               "Space Lease": any lease, sublease (under which the Borrower or
          any Affiliate or Subsidiary of the Borrower is sublandlord), master
          lease, concession or license of space (other than retail space) at any
          Property now existing or entered into by the Borrower after the date
          hereof in accordance with the terms of this Agreement.

               "Stabilized Capital Expenditures Amount": for any Test Period, an
          amount equal to (a) $20,500,000 minus (b) the product of (i)
          $20,500,000 and (ii) the sum of the percentages set forth on Schedule
          1.1(b) for all Properties and portions of Properties which have been
          Released prior to the beginning of such Test Period, plus with respect
          to any Property or portion of a Property which have been released
          during


                                      -18-
<PAGE>   24

          such Test Period, the sum of the percentages set forth on Schedule
          1.1(b) for each such Property or portion of a Property after such
          percentage has been multiplied by a fraction, the numerator of which
          is the number of days in such Test Period following the Release of
          such Property or portion of a Property and the denominator of which is
          the number of days in such Test Period.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower.

               "Tax Status Certificate": as defined in Section 2.17(b)(i)(B).

               "Tenant Improvement Obligations": all obligations of Borrower
          under Leases existing as of the Closing Date, in an aggregate amount
          in excess of $1,000,000 over four years following May 16, 1997 for any
          one tenant.

               "Termination Date": February 16, 2000.

               "Test Period": any period of four consecutive fiscal quarters of
          the Borrower ended during 1999 or any subsequent year.

               "Tishman": Tishman-Speyer Properties, L.P., a New York limited
          partnership.

               "Tranche": the collective reference to Eurodollar Loans the then
          current Interest Periods with respect to all of which begin on the
          same date and end on the same later date (whether or not such Loans
          shall originally have been made on the same day).

               "Transferee": as defined in Section 9.6(f).

               "Type": as to any Loan, its nature as a Base Rate Loan or a
          Eurodollar Loan.

               "Whitehall": WHRC Real Estate Limited Partnership, a Delaware
          limited partnership.

               "Year 2000 Compliant": as defined in Section 3.23.

               "Year 2000 Problem": the risk that computer applications used by
          the Borrower or any of its Subsidiaries may be unable to recognize and
          perform properly date-sensitive functions involving certain dates
          after December 31, 1999).

                                      -19-
<PAGE>   25

               "Zeros": the Borrower's Zero Coupon Convertible Debentures due
          2000.

               "Zeros Indenture": the Indenture, dated as of September 15, 1985,
          made by the Borrower (as successor to RCPI) to The Chase Manhattan
          Bank (as successor to Manufacturers Hanover Trust Company), as
          modified by the First Supplemental Indenture thereto, dated as of
          December 15, 1985, and the Second Supplemental Indenture thereto,
          dated as of July 10, 1996, and as otherwise modified prior to the date
          hereof, and as the same may be further amended, supplemented or
          otherwise modified as provided in Section 6.9 hereof.

         1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes or any certificate or other document made or delivered
pursuant hereto.

               (b) As used herein and in any Notes, and any certificate or other
          document made or delivered pursuant hereto, accounting terms relating
          to the Borrower and its Subsidiaries not defined in Section 1.1 and
          accounting terms partly defined in Section 1.1, to the extent not
          defined, shall have the respective meanings given to them under GAAP.

               (c) The words "hereof", "herein" and "hereunder" and words of
          similar import when used in this Agreement shall refer to this
          Agreement as a whole and not to any particular provision of this
          Agreement, and Section, Schedule and Exhibit references are to this
          Agreement unless otherwise specified.

               (d) The meanings given to terms defined herein shall be equally
          applicable to both the singular and plural forms of such terms.

          SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

               2.1 Commitments. Subject to the terms and conditions hereof, each
          Lender severally agrees to make one or more term loans (each, a
          "Loan") to the Borrower from time to time during the Commitment Period
          in an aggregate principal amount not to exceed the amount of the
          Commitment of such Lender then in effect; provided, that the
          Commitments shall terminate at 3:00 p.m., Dallas, Texas time, on May
          9, 1999, if the initial Loans have not been made prior to that time;
          and provided, further, that the Borrower shall not request Loans more
          frequently than once per calendar month; and provided, further, that
          after giving effect to the making of any Loans on any Borrowing Date
          occurring on or after any date set forth in the table on Schedule 2.2,
          the aggregate outstanding principal amount of Loans may in no event
          exceed the amount set forth on such table opposite such date as the
          "Maximum Allowable Loan Balance". The Loans may from time to time be
          (a) Eurodollar Loans, (b) Base Rate Loans or (c) a combination
          thereof, as determined by the Borrower and notified to the Agent in
          accordance with Sections 2.3 and 4.2. Amounts repaid on account of the
          Loans may not be reborrowed.

               2.2 Notes. The Loans of each Lender shall be evidenced by a
          promissory note of the Borrower, substantially in the form of Exhibit
          A with appropriate insertions as to


                                      -20-
<PAGE>   26

          payee, date and principal amount (a "Note"), payable to the order of
          such Lender and representing the obligation of the Borrower to pay a
          principal amount equal to the lesser of (a) the amount of the
          Commitment of such Lender and (b) the aggregate unpaid principal
          amount of all Loans made by such Lender. Each Lender is hereby
          authorized to record the date, Type and amount of its Loans and the
          date and amount of each payment or prepayment of principal thereof on
          the schedule annexed to and constituting a part of its Note, and any
          such recordation shall constitute prima facie evidence of the accuracy
          of the information so recorded absent manifest error; provided, that
          the failure of such Lender to make any such recordation shall not
          impair or otherwise affect the validity or enforceability of its Note.
          Each Note shall (a) be dated the Closing Date, (b) be stated to mature
          in installments in amounts equal to such Lender's Commitment
          Percentage of the amounts, and payable on the dates, set forth, or
          determined as set forth, on Schedule 2.2, and (c) bear interest for
          the period from the date thereof on the unpaid principal amount
          thereof at the applicable interest rates per annum specified in
          Section 2.7. Interest on the Notes shall be payable on the dates
          specified in Section 2.7(d).

               2.3 Procedure for Borrowing. The Borrower may borrow under the
          Commitments during the Commitment Period on any Business Day in an
          aggregate principal amount not exceeding the aggregate Available
          Commitments then in effect; provided, that the Borrower shall give the
          Agent irrevocable notice (which notice must be received by the Agent
          prior to 10:00 a.m., Dallas, Texas time, (a) three Business Days prior
          to the requested Borrowing Date, if all or any part of the Loans are
          to be initially Eurodollar Loans or (b) one Business Day prior to the
          requested Borrowing Date, otherwise) requesting that the Lenders make
          the Loans on such requested Borrowing Date and specifying (i) the
          amount to be borrowed, (ii) the requested Borrowing Date, (iii)
          whether the borrowing is to be of Eurodollar Loans or Base Rate Loans
          or a combination thereof, (iv) if the Loans are to be entirely or
          partly Eurodollar Loans, the amounts of such Type of Loan and the
          lengths of the initial Interest Periods therefor, and (v) the
          certificate required pursuant to Section 4.2(c). The initial borrowing
          shall be in an amount equal to at least $5,000,000. Each borrowing
          thereafter under the Commitments shall be in an amount equal to at
          least $1,000,000. Upon receipt of such notice the Agent shall promptly
          notify each Lender thereof. Each Lender will make the amount of its
          pro rata share of each borrowing available to the Agent for the
          account of the Borrower at the office of the Agent specified in
          Section 9.2 prior to 11:00 a.m., Dallas, Texas time, on the Borrowing
          Date requested by the Borrower in funds immediately available to the
          Agent. Such borrowing will then be made available to the Borrower by
          the Agent by wire transfer to an account designated by the Borrower in
          writing with the aggregate of the amounts made available to the Agent
          by the Lenders and in like funds as received by the Agent.

               2.4 [Intentionally Omitted].

               2.5 Termination or Reduction of Commitments. The Borrower shall
          have the right at any time during the Commitment Period, upon not less
          than five Business Days' notice to the Agent, to terminate the
          Commitments or, from time to time, to reduce the amount of the
          Commitments. Any such reduction shall be in an amount equal to
          $1,000,000 or a whole multiple thereof and shall reduce permanently
          the Commitments then in effect.

                                      -21-
<PAGE>   27

         2.6 Extension of Maturity Date. The Borrower may, at its option and
subject to the satisfaction of the conditions precedent set forth in the next
succeeding sentence, on a single occasion request that the Maturity Date as in
effect on the date of this Agreement (the "Original Maturity Date") be extended
to December 31, 2000 (such new date, the "New Maturity Date"). The effectiveness
of the extension of the Original Maturity Date to the New Maturity Date shall be
subject to the satisfaction of the following conditions precedent on and as of
the Original Maturity Date:

               (a) the Borrower shall have provided written notice to the Agent,
          at least 30 days but no more than 90 days prior to the Original
          Maturity Date, that it has elected to extend the Original Maturity
          Date to the New Maturity Date, which notice shall contain a
          certification from a Responsible Officer of the Borrower that as of
          the date of such notice the Borrower shall be able to satisfy each of
          the other conditions precedent to the extension of the Maturity Date
          set forth in this Section 2.6 and shall include computations, in
          reasonable detail, supporting the assertion that the Borrower shall be
          able to satisfy the conditions set forth in clauses (d) and (e) of
          this Section 2.6;

               (b) the Borrower shall not have received written notice from the
          Agent of any Default;

               (c) no Event of Default shall have occurred and be continuing;

               (d) the Debt to Value Ratio (based upon the appraisal delivered
          pursuant to Section 5.2(g)) shall not exceed 65%;

               (e) the Debt Service Coverage Ratio for the Test Period ended
          December 31, 1999 shall not be less than 1.15 to 1;

               (f) the Adjusted Debt Service Coverage Ratio for the Test Period
          ended December 31, 1999 shall not be less than 1.55 to 1;

               (g) the Borrower shall have obtained an interest rate swap, cap,
          collar or other interest rate hedge with respect to at least 50% of
          the then outstanding principal amount of the Loans, fixing the
          Eurodollar Rate for the Extension Term at not more than 3% above the
          Eurodollar Rate as in effect on the Original Maturity Date; and

               (h) the Borrower shall have paid an extension fee (the "Extension
          Fee"), in an amount equal to 0.25% of the aggregate principal amount
          of the Loans then outstanding, to the Agent for the ratable benefit of
          the Lenders.

From and after the effectiveness of any such extension as provided in this
Section 2.6, the New Maturity Date shall constitute the Maturity Date for all
purposes of the Loan Documents.

         2.7 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period (excluding the last day
of each Interest Period) with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin.

                                      -22-
<PAGE>   28

               (b) Each Base Rate Loan shall bear interest at a rate per annum
          equal to the Base Rate plus the Applicable Margin.


               (c) If any Event of Default shall have occurred and be
          continuing, the principal of the Loans and any interest, commitment
          fee or other amount shall bear interest during the period such Event
          of Default continues at a rate per annum which is the higher of (A)
          (x) in the case of principal, the rate that would otherwise be
          applicable thereto pursuant to the foregoing provisions of this
          Section plus 2% or (y) in the case of any such overdue interest,
          commitment fee or other amount, the rate described in paragraph (b) of
          this Section plus 2%, and (B) the rate at which interest accrues on
          overdue amounts payable under the Zeros in each case from the date of
          such non-payment until such overdue principal, interest, commitment
          fee or other amount is paid in full (as well after as before
          judgment), but in no event in excess of the maximum amount permitted
          by applicable law.

               (d) Interest shall be payable in arrears on each Interest Payment
          Date, provided that interest accruing pursuant to paragraph (c) of
          this Section shall be payable from time to time on demand.

         2.8 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to Convert Eurodollar Loans to Base Rate Loans, by giving the
Agent at least two Business Days' prior irrevocable notice of such election,
provided that any such Conversion of Eurodollar Loans may only be made on the
last day of an Interest Period with respect thereto. The Borrower may elect from
time to time to Convert Base Rate Loans to Eurodollar Loans by giving the Agent
at least three Business Days' prior irrevocable notice of such election. Any
such notice of Conversion to Eurodollar Loans shall specify the length of the
initial Interest Period or Interest Periods therefor. Upon receipt of any such
notice the Agent shall promptly notify each Lender thereof. All or any part of
outstanding Eurodollar Loans and Base Rate Loans may be Converted as provided
herein, provided that (i) no Loan may be Converted into a Eurodollar Loan when
any Event of Default has occurred and is continuing and the Agent has determined
or the Required Lenders have notified the Agent of their determination that such
a Conversion is not appropriate, (ii) any such Conversion may only be made if,
after giving effect thereto, Section 2.9 shall not have been contravened, and
(iii) no Loan may be converted into a Eurodollar Loan after the date that is one
month prior to the Maturity Date.

               (b) Any Eurodollar Loans may be Continued as such upon the
          expiration of the then current Interest Period with respect thereto by
          the Borrower giving notice to the Agent, in accordance with the
          applicable provisions of the term "Interest Period" set forth in
          Section 1.1, of the length of the next Interest Period to be
          applicable to such Loans, provided that no Eurodollar Loan may be
          Continued as such (i) when any Event of Default has occurred and is
          continuing and the Agent has determined or the Required Lenders have
          notified the Agent of their determination that such a Continuation is
          not appropriate, (ii) if, after giving effect thereto, Section 2.9
          would be contravened or (iii) after the date that is one month prior
          to the Maturity Date and provided, further, that if the Borrower shall
          fail to give such notice or if such Continuation is not permitted such


                                      -23-
<PAGE>   29

          Loans shall be automatically converted to Base Rate Loans on the last
          day of such then expiring Interest Period.

         2.9 Minimum Amounts and Maximum Number of Tranches. All borrowings,
Conversions and Continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Loans comprising each Tranche shall be equal to $1,000,000 or a whole
multiple of $250,000 in excess thereof. In no event shall there be more than
four Tranches outstanding at any time.


         2.10 Optional Prepayments. The Borrower may at any time and from time
to time, prepay the Loans, in whole or in part, without premium or penalty, upon
at least four Business Days' irrevocable notice to the Agent, specifying the
date and amount of prepayment and whether the prepayment is of Eurodollar Loans,
Base Rate Loans or a combination thereof, and, if of a combination thereof, the
amount allocable to each. Upon receipt of any such notice the Agent shall
promptly notify each Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein,
together with any amounts payable pursuant to Section 2.18 and accrued interest
to such date on the amount prepaid. Partial prepayments of the Loans pursuant to
this Section shall be applied to the installments of principal thereof in the
direct order of their scheduled maturities. Amounts prepaid on account of the
Loans may not be reborrowed. Partial prepayments pursuant to this Section shall
be in an aggregate principal amount of $100,000 or a whole multiple thereof.

         2.11 Mandatory Prepayments.

          (a) (i) Upon the date of any Release of any Property (or portion
     thereof) other than the Air Rights, the Borrower shall prepay the Loans in
     an amount equal to the Release Price of such Property (or portion thereof),
     and (ii) upon the sale or other disposition of the Air Rights, the Borrower
     shall prepay the Loans in an amount equal to the excess, if any, of 10% of
     the Net Proceeds of such sale over the aggregate amount of prepayments of
     the Existing Loans required to be made pursuant to Section 2.11(a)(ii) of
     the Existing Senior Credit Agreement in respect of such sale or
     disposition.

          (b) To the extent required to be applied to the prepayment of the
     Loans pursuant to Section 5.6, unless the Required Lenders otherwise agree,
     the Borrower shall prepay the Loans in an amount equal to the excess, if
     any, of 100% (or such smaller portion as required pursuant to Section 5.6)
     of the Net Proceeds of any destruction, casualty or taking of any property
     of the Borrower or any Subsidiary (including any insurance proceeds) over
     the aggregate amount of prepayments of the Existing Loans required to be
     made pursuant to Section 2.11(b) of the Existing Senior Credit Agreement in
     respect of such destruction, taking or casualty, in any such case no later
     than three Business Days following receipt by the Borrower or such
     Subsidiary of such proceeds, together with accrued interest to such date on
     the amount prepaid.

                                      -24-
<PAGE>   30

          (c) Prepayments of Loans pursuant to Section 2.11(a) and (b) shall be
     applied pro rata to the installments of the Loans and such amounts so
     prepaid may not be reborrowed. Prepayments of Loans pursuant to this
     Section 2.11 (other than Section 2.11(a) and (b)) shall be applied to the
     installments of the Loans in the inverse order of maturity and such amounts
     so prepaid may not be reborrowed.

          (d) Nothing in Section 2.11(a) shall be construed to derogate any
     restriction or limitation contained in any Loan Document imposed on any
     transaction of the types described in Section 2.11(a), including without
     limitation the restrictions and limitations set forth in Sections 6.1, 6.4
     and 6.5 hereof.

          (e) If, on the last day of any fiscal quarter of the Borrower
     (commencing with second quarter of 1999), either (i) the Debt Service
     Coverage Ratio for the Test Period ended on such day was less than 1.15 to
     1 or (ii) the Adjusted Debt Service Coverage Ratio for the Test Period
     ended on such day was less than 1.40 to 1, the Borrower shall prepay the
     Loans in an amount equal to the excess, if any, of the 14% Debenture
     Quarterly Amount for the 14% Debenture Interest Payment Date next occurring
     after the last day of such quarter over the aggregate amount of prepayments
     of the Existing Loans required pursuant to Section 2.11(e) of the Existing
     Senior Credit Agreement in respect of such fiscal quarter (any such
     prepayment pursuant to this Section 2.11(e), an "Accelerated Amortization
     Payment").

     Such calculations of Debt Service Coverage Ratio (or Adjusted Debt Service
     Coverage Ratio) for any such Test Period shall be made on the date the
     Estimated Calculation for such Test Period is required to be delivered to
     the Agent pursuant to Section 5.2(h), and the Borrower shall make any such
     prepayment required by this Section 2.11(e) based upon such Estimated
     Calculation. If, on the date that the financial statements for the fiscal
     quarter ended on the last day of such Test Period are delivered to the
     Agent pursuant to Section 5.1(a) or (b), the amounts calculated for Debt
     Service Coverage Ratio (or Adjusted Debt Service Coverage Ratio) for such
     Test Period based upon such financial statements would have resulted in a
     determination that a prepayment is or is not required under Section 2.11(e)
     that is different from the determination resulting from the Estimated
     Calculation, on the date of delivery of such financial statements the
     Borrower shall make such prepayment, or the Lenders shall as soon as
     reasonably practicable after such delivery of such financial statements
     return to the Borrower the prepayment made pursuant to such Estimated
     Calculation, as the case may be, so that the prepayment made by the
     Borrower for such Test Period is the prepayment required under this Section
     2.11(e) based upon the calculation of Debt Service Coverage Ratio (or
     Adjusted Debt Service Coverage Ratio)for such Test Period determined with
     reference to such financial statements delivered pursuant to Section 5.1(a)
     or (b).

         2.12 Computation of Interest and Fees. (a) Commitment fees and interest
shall be calculated on the basis of a 360-day year for the actual days elapsed.
The Agent shall as soon as practicable notify the Borrower and the Lenders of
each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of


                                      -25-
<PAGE>   31

business on the day on which such change becomes effective. The Agent shall as
soon as practicable notify the Borrower and the Lenders of the effective date
and the amount of each such change in interest rate.

         (b) Each determination of an interest rate by the Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. The Agent shall, at the request of
the Borrower, deliver to the Borrower a statement showing the quotations used by
the Agent in determining any interest rate pursuant to Section 2.7(a).

         2.13 Inability to Determine Interest Rate. If prior to the first day of
any Interest Period for a Eurodollar Loan:

         (a) the Agent shall have determined (which determination shall be
     conclusive and binding upon the Borrower) that, by reason of circumstances
     affecting the relevant market, adequate and reasonable means do not exist
     for ascertaining the Eurodollar Rate for such Interest Period, or

         (b) the Agent shall have received notice from the Majority Lenders
     that the Eurodollar Rate determined or to be determined for such Interest
     Period will not adequately and fairly reflect the cost to such Lenders (as
     conclusively certified by such Lenders) of making or maintaining their
     affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as Base Rate Loans, and (y) any outstanding Eurodollar Loans shall
be Converted, on the first day of such Interest Period, to Base Rate Loans.
Until such notice has been withdrawn by the Agent, no further Eurodollar Loans
shall be made or Continued as such.

         2.14 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee hereunder and any reduction of the Commitments of the Lenders
shall be made pro rata according to the respective Commitment Percentages, as
applicable, of the Lenders. Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Loans shall be made pro
rata according to the respective outstanding principal amounts of the Loans then
held by the Lenders. All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set-off or counterclaim and shall be made prior
to 12:00 noon, Dallas, Texas time, on the due date thereof to the Agent, for the
account of the Lenders, at the Agent's office specified in Section 9.2, in
Dollars and in immediately available funds. The Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension. If


                                      -26-
<PAGE>   32

any payment on a Eurodollar Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month in which event such payment shall be made on the
immediately preceding Business Day.

          (b) Unless the Agent shall have been notified in writing by any Lender
     prior to a borrowing that such Lender will not make the amount that would
     constitute its Commitment Percentage of such borrowing available to the
     Agent, the Agent may assume that such Lender is making such amount
     available to the Agent, and the Agent may, in reliance upon such
     assumption, make available to the Borrower a corresponding amount. If such
     amount is not made available to the Agent by the required time on the
     Borrowing Date therefor, such Lender shall pay to the Agent, on demand,
     such amount with interest thereon at a rate equal to the daily average
     Federal Funds Effective Rate for the period until such Lender makes such
     amount immediately available to the Agent. A certificate of the Agent
     submitted to any Lender with respect to any amounts owing under this
     Section shall be conclusive in the absence of manifest error. If such
     Lender's Commitment Percentage of such borrowing is not made available to
     the Agent by such Lender within three Business Days of such Borrowing Date,
     the Agent shall also be entitled to recover, without duplication of
     interest paid by such Lender pursuant to the second preceding sentence,
     such amount with interest thereon at the rate per annum applicable to Base
     Rate Loans hereunder, on demand, from the Borrower.

         2.15 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans and Continue Eurodollar Loans as such
shall forthwith be canceled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be Converted automatically to Base Rate Loans on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
Conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 2.18.

         2.16 Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority, in any such case,
made subsequent to the date hereof:

          (i) shall subject any Lender to any tax of any kind whatsoever with
     respect to this Agreement, any Note or any Eurodollar Loan made by it, or
     change the basis of taxation of payments to such Lender in respect thereof
     (except for Non-Excluded Taxes covered by Section 2.17 and changes in the
     rate of tax on the overall net income of such Lender);

                                      -27-
<PAGE>   33

          (ii) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender which is not otherwise included in the determination
     of the Eurodollar Rate hereunder; or

          (iii) shall impose on any Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, Continuing or
maintaining Eurodollar Loans or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, the Borrower shall promptly pay such
Lender, upon its written demand, such additional amount or amounts as will
compensate such Lender for such increased cost or the amount by which such
amount received is reduced.

          (b) If any Lender shall have determined that the adoption of or any
     change in any Requirement of Law regarding capital adequacy or in the
     interpretation or application thereof or compliance by such Lender or any
     corporation controlling such Lender with any request or directive regarding
     capital adequacy (whether or not having the force of law) from any
     Governmental Authority, in any such case, made subsequent to the date
     hereof shall have the effect of reducing the rate of return on such
     Lender's or such corporation's capital as a consequence of its obligations
     hereunder to a level below that which such Lender or such corporation could
     have achieved but for such adoption, change or compliance (taking into
     consideration such Lender's or such corporation's policies with respect to
     capital adequacy) by an amount deemed by such Lender to be material, then
     from time to time, the Borrower shall, subject to paragraph (c) below and
     Section 2.20, promptly pay to such Lender such additional amount or amounts
     as will compensate such Lender for such reduction.

          (c) If any Lender becomes entitled to claim any additional amounts
     pursuant to this Section, it shall promptly notify the Borrower (with a
     copy to the Agent) of the event by reason of which it has become so
     entitled. A certificate as to any additional amounts payable pursuant to
     this Section submitted by such Lender to the Borrower (with a copy to the
     Agent) shall be conclusive in the absence of manifest error. The agreements
     in this Section shall survive the termination of this Agreement and the
     payment of the Loans and all other amounts payable hereunder.

          (d) Any amount payable by the Borrower on account of this Section 2.16
     shall not be duplicative of any amounts payable under Sections 2.17 or 2.18
     or included in the calculation of Eurodollar Rate.


         2.17 Taxes. (a) All payments made by the Borrower under this Agreement
and any Notes shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise


                                      -28-
<PAGE>   34

taxes (imposed in lieu of net income taxes) imposed on the Agent or any Lender
as a result of a present or former connection between the Agent or such Lender
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any Note). If any such non-excluded taxes, levies, imposts,
duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are
required to be withheld from any amounts payable to the Agent or any Lender
hereunder or under any Note, the amounts so payable to the Agent or such Lender
shall be increased to the extent necessary to yield to the Agent or such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement,
provided, however, that the Borrower shall not be required to increase any such
amounts payable to any Lender that is not organized under the laws of the United
States of America or a state thereof if such Lender fails to comply with the
requirements of clause (b) of this Section. Whenever any Non-Excluded Taxes are
payable by the Borrower, as promptly as possible thereafter the Borrower shall
send to the Agent for its own account or for the account of such Lender, as the
case may be, a certified copy of an original official receipt received by the
Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Agent the required receipts or other required documentary evidence, the Borrower
shall indemnify the Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Agent or any Lender as a result of any
such failure. The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

          (b) Each Lender that is not incorporated under the laws of the United
     States of America or a state thereof shall:

          (i) (A) if such Lender is a "bank" within the meaning of Section
     881(c)(3)(A) of the Code, deliver to the Borrower and the Agent (x) two
     duly completed copies of United States Internal Revenue Service Form 1001
     or 4224, or successor applicable form, as the case may be, and (y) an
     Internal Revenue Service Form W-8 or W-9, or successor applicable form, as
     the case may be, or (B) if such Lender is not a "bank" within the meaning
     of Section 881(c)(3)(A) of the Code and cannot deliver either Internal
     Revenue Service Form 1001 or 4224, deliver (x) a certificate substantially
     in the form of Exhibit B (a "Tax Status Certificate") and (y) two completed
     and signed copies of Internal Revenue Service Form W-8 or successor
     applicable form;

          (ii) deliver to the Borrower and the Agent two further copies of any
     such form or certification on or before the date that any such form or
     certification expires or becomes obsolete and after the occurrence of any
     event requiring a change in the most recent form previously delivered by it
     to the Borrower; and

          (iii) obtain such extensions of time for filing and complete such
     forms or certifications as may reasonably be requested by the Borrower or
     the Agent;

                                      -29-
<PAGE>   35

     unless in any such case an event (including, without limitation, any change
     in treaty, law or regulation) has occurred prior to the date on which any
     such delivery would otherwise be required which renders all such forms
     inapplicable or which would prevent such Lender from duly completing and
     delivering any such form with respect to it and such Lender so advises the
     Borrower and the Agent. Such Lender shall certify (i) in the case of a Form
     1001 or 4224, that it is entitled to receive payments under this Agreement
     without deduction or withholding of any United States federal income taxes,
     (ii) in the case of a Tax Status Certificate, that it is not a "bank" as
     such term is defined in Section 881(c)(3)(A) of the Code, and (iii) in the
     case of a Form W-8 or W-9, that it is entitled to an exemption from United
     States backup withholding tax. Each Person that shall become a Lender or a
     Participant pursuant to Section 9.6 shall, upon the effectiveness of the
     related transfer, be required to provide all of the forms and statements
     required pursuant to this Section, provided that in the case of a
     Participant such Participant shall furnish all such required forms and
     statements to the Lender from which the related participation shall have
     been purchased.

          (c) Any amount payable by the Borrower on account of this Section 2.17
     shall not be duplicative of any amounts payable under Sections 2.16 or 2.18
     or included in the calculation of Eurodollar Rate.

         2.18 Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of or Continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment or Conversion of Eurodollar Loans on a day which is not
the last day of an Interest Period with respect thereto. Such indemnification
may include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the amount so prepaid or Converted, or not so
borrowed or Continued, for the period from the date of such prepayment or
Conversion or of such failure to borrow or Continue to the last day of such
Interest Period (or, in the case of a failure to borrow or Continue, the
Interest Period that would have commenced on the date of such failure) in each
case at the applicable rate of interest for such Loans provided for herein
(excluding, however, the Applicable Margin included therein, if any) over (ii)
the amount of interest (as reasonably determined by such Lender) which would
have accrued to such Bank on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar market. Any
amount payable by the Borrower on account of this Section 2.18 shall not be
duplicative of any amounts payable under Sections 2.16 or 2.17 or included in
the calculation of Eurodollar Rate. This covenant shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.

         2.19 Lending Offices; Change of Lending Office. (a) Loans of each Type
made by any Lender shall be made and maintained at such Lender's Applicable
Lending Office for Loans of such Type.

                                      -30-
<PAGE>   36

          (b) Each Lender agrees that if it makes any demand for payment under
     Section 2.16 or 2.17(a), or if any adoption or change of the type described
     in Section 2.15 shall occur with respect to it, it will use reasonable
     efforts (consistent with its internal policy and legal and regulatory
     restrictions and so long as such efforts would not be disadvantageous to
     it, as determined in its sole discretion) to designate a different lending
     office if the making of such a designation would reduce or obviate the need
     for the Borrower to make payments under Section 2.16 or 2.17(a), or would
     eliminate or reduce the effect of any adoption or change described in
     Section 2.15.

         2.20 Certificates, Etc. (a) If requested by the Borrower, in connection
with any demand for payment pursuant to Sections 2.16, 2.17 or 2.18, a Lender
shall provide to the Borrower, with a copy to the Agent, a certificate setting
forth in reasonable detail the basis for such demand and the satisfaction of the
conditions set forth in the next succeeding sentence.

          (b) Anything to the contrary herein notwithstanding, no Lender shall
     have the right to demand any payment or compensation under Section 2.16 or
     2.17 (i) with respect to any period more than nine months prior to the date
     it has made a demand pursuant to such Sections, and (ii) to the extent that
     such Lender determines in good faith that the interest rate or margin on
     the relevant Loans appropriately accounts for the increased cost or reduced
     rate of return which is the subject of such demand.

         2.21 Replacement of Lenders. If no Default or Event of Default shall
have occurred and be continuing, the Borrower may replace any Lender (other than
NationsBank or any Affiliate thereof) that has requested the Borrower to pay
amounts pursuant to Sections 2.16 or 2.17 or the obligations of which to make
any Loans has been suspended pursuant to Section 2.15 (such Lender, an "Affected
Lender"), at any time until such Affected Lender's request for payment under
Section 2.16 or 2.17 has been withdrawn or such suspension of the obligation to
make Loans has ceased, by giving not less than 10 Business Days' notice to the
Agent (which shall promptly notify the Affected Lender and each other Lender)
that it intends to replace such Affected Lender with one or more Eligible
Assignees (or other lender acceptable to the Agent). Such replacement shall be
effected by Assignment and Acceptance and registration of such assignment in the
Register in accordance with Section 9.6(c). Upon the effective date of any such
replacement pursuant to this Section 2.21, and as a condition thereto, the
Borrower shall, or shall cause the replacement Lender or Lenders to, pay to the
Affected Lender being so replaced an amount equal to the entire outstanding
principal amount of such Affected Lender's Loans and any other amounts owing to
such Affected Lender hereunder (including, without limitation, interest, fees,
compensation and additional amounts under this Section 2, in each case accrued
to the effective date of such replacement), whereupon (i) each replacement
lender shall become a "Lender" for all purposes of this Agreement and the other
Loan Documents having a Commitment in the amount of such Affected Lender's
Commitment assumed by it, (ii) the Commitment of the Affected Lender being
replaced shall be terminated upon such effective date and (iii) the Affected
Lender shall cease to be a "Lender" as of such effective date.


         SECTION 3. REPRESENTATIONS AND WARRANTIES

                                      -31-
<PAGE>   37

         To induce the Agent and the Lenders to enter into this Agreement and to
make the Loans, the Borrower hereby represents and warrants to the Agent and
each Lender that:

         3.1 Financial Condition.

          (a) The balance sheet of the Borrower as at December 31, 1998 and the
     related statements of income and of cash flows for the fiscal year ended on
     such date, reported on by Arthur Andersen LLP, copies of which have
     heretofore been furnished to the Agent, are complete and present fairly the
     financial condition of the Borrower as at such date, and the results of its
     operations and its cash flows for the fiscal year then ended. All such
     financial statements, including the related schedules and notes thereto,
     have been prepared in accordance with GAAP applied consistently throughout
     the periods involved (except as approved by such accountants or Responsible
     Officer, as the case may be, and as disclosed therein). The Borrower did
     not have, at the date of the most recent balance sheet referred to above,
     any material Guarantee Obligation, contingent liability or liability for
     taxes, or any long-term lease (other than the Ground Leases, and other than
     leases with respect to which the Borrower is landlord) or unusual forward
     or long-term commitment, including, without limitation, any interest rate
     or foreign currency swap or exchange transaction or other financial
     derivative, which is not reflected in the foregoing statements or in the
     notes thereto. During the period from December 31, 1998 to and including
     the date hereof there has been no sale, transfer or other disposition by
     the Borrower of any material part of its business or property and no
     purchase or other acquisition of any business or property (including any
     Capital Stock of any other Person) material in relation to the financial
     condition of the Borrower at December 31, 1998.

          (b) The pro forma balance sheet of the Borrower as at March 31, 1999,
     certified by a Responsible Officer of the Borrower (the "Pro Forma Balance
     Sheet"), a copy of which has been provided to the Agent, is the unaudited
     balance sheet of the Borrower adjusted to give effect (as if such events
     had occurred on such date) to (i) the making of Loans in an aggregate
     principal amount of $47,000,000 and (ii) the payment of all fees and
     expenses related to the foregoing transaction, as estimated in good faith
     as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet,
     together with the notes thereto, presents fairly, on a pro forma basis, the
     financial position of the Borrower as at March 31, 1999, assuming that the
     events specified in the preceding sentence had actually occurred on such
     date.

          (c) The operating forecast and cash flow projections of the Borrower,
     copies of which have heretofore been furnished to the Agent, were prepared
     in good faith under the direction of a Responsible Officer of the Borrower.

         3.2 No Change. (a) Since December 31, 1998 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect, and (b) during the period from December 31, 1998 to and
including the date hereof no distributions have been declared, paid or made upon
the Capital Stock of the Borrower nor has any of the Capital Stock of the
Borrower been redeemed, retired, purchased


                                      -32-
<PAGE>   38

or otherwise acquired for value by the Borrower, any Investor or any of their
respective Affiliates or Subsidiaries.

         3.3 Existence; Compliance with Law. The Borrower (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the power and authority, and the legal right, to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is duly qualified and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         3.4 Power; Authorization; Enforceable Obligations. (a) The Borrower has
the power and authority, and the legal right, to make, deliver and perform the
Loan Documents to which it is a party and to borrow hereunder and has taken all
necessary action to authorize the borrowings on the terms and conditions of this
Agreement and any Notes and to authorize the execution, delivery and performance
of the Loan Documents to which it is a party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery, performance, validity or
enforceability of the Loan Documents to which the Borrower is a party, except as
may have been obtained or made and is in full force and effect. This Agreement
has been, and each other Loan Document to which it is a party will be, duly
executed and delivered on behalf of the Borrower. This Agreement constitutes,
and each other Loan Document to which it is a party when executed and delivered
will constitute, a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

          (b) To the knowledge of Borrower, except as set forth on Schedule
     3.4(b), the Properties and the use thereof by the Borrower or any tenant of
     the Borrower comply in all material respects with (i) all applicable
     federal, state and local laws, ordinances, building codes, rules and
     regulations pertaining to zoning, building, subdivision, land use and
     environmental matters, (ii) all special permits, variances and certificates
     of occupancy, if any, issued by the New York City Planning Commission, the
     New York City Board of Estimate, the New York City Council, the New York
     City Landmarks Preservation Commission, the New York City Board of
     Standards and Appeals, the New York City Building Department and the New
     York City Fire Department, and (iii) other similar restrictions.

         3.5 No Legal Bar. The execution, delivery and performance of the Loan
Documents to which the Borrower is a party, the borrowings hereunder and the use
of the proceeds thereof will not violate any Requirement of Law or material
Contractual Obligation of the Borrower and will not result in, or require, the
creation or imposition of any Lien on any


                                      -33-
<PAGE>   39

of its or their respective properties or revenues pursuant to any such
Requirement of Law or material Contractual Obligation.

         3.6 No Material Litigation. Except as set forth on Schedule 3.6, no
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or against any Property or any of its
other properties or revenues (a) with respect to any of the Loan Documents or
any of the transactions contemplated hereby or thereby, or (b) which could
reasonably be expected to have a Material Adverse Effect. All litigation, claims
and proceedings relating to a transaction proposed in 1995 by a group of Persons
organized by Samuel Zell for the refinancing of the mortgage loan made by RCPI
to RCP Associates and Rockefeller Center Properties (including without
limitation the actions captioned Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership III v. Rockefeller Center Properties, Inc., 96 Civ.
1445, United States District Court, Southern District of New York, and
Rockefeller Center Properties, Inc. v. Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership III and Equity Office Holdings, L.L.C.,
Index No. 106176/96, Supreme Court for the State of New York, New York County)
have been fully resolved and settled, all proceedings related thereto have been
dismissed with prejudice, any amounts required to be paid by the Borrower in
connection with any such settlements have been paid in full, and there are no
further obligations binding upon the Borrower in connection therewith.

         3.7 No Default. The Borrower is not in default under or with respect to
any of its Contractual Obligations in any respect which could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

         3.8  Ownership of Property; Condition of Title; Leases Major Space
              Leases and Major Retail Leases; Liens; Other Agreements.

          (a) The Borrower has good and marketable fee or leasehold title to
     each Property as set forth on Schedule 1.1(a); and the Borrower owns each
     Property free and clear of all Liens, except those Liens described on
     Schedule 3.8(a) hereof (the "Permitted Encumbrances"). The Properties
     constitute all of the real property owned, leased or operated by the
     Borrower as of the Closing Date. Schedule 1.1(a) accurately sets forth as
     to each Property the nature of the Borrower's interest therein. As of the
     date of the Rent Roll, none of the Properties is subject to any leases
     other than the Leases described in the Rent Roll. No Person has any
     possessory interest in any Property or right to occupy the same except
     under and pursuant to the provisions of a Lease or the RGT
     Telecommunications Agreement.

          (b) The Rent Roll contains a complete list of all Leases in effect
     with respect to the Properties as of the date thereof and the information
     disclosed therein is true, accurate and complete in all material respects
     as of such date.

          (c) Except as noted on Schedule 3.8(c) the Borrower has not received
     any written notice from any tenant claiming that the Borrower is in default
     under any of the Scheduled Leases.

                                      -34-
<PAGE>   40

          (d) Schedule 3.8(d) annexed hereto is a summary of all contracts
     affecting the Properties to which Borrower is a party (other than Leases,
     Loan Documents, the Existing Loan Documents and the Property Management
     Agreement) which require payments by the Borrower in excess of $250,000 per
     annum, including without limitation, management, service and supply
     agreements, all as in effect on the date of this Agreement (herein
     collectively referred to as the "Material Service Contracts"), setting
     forth, with respect to each of the Material Service Contracts, (i) the
     names of the parties thereto, (ii) the service provided thereunder or the
     subject matter thereof, (iii) the monthly payment or other rate of payment
     payable thereunder as of the date of this Agreement and (iv) the
     termination rights of the Borrower, if any. The copies of the Material
     Service Contracts which were heretofore furnished by the Borrower to the
     Agent or its counsel are true and complete copies thereof. As of the date
     of this Agreement no amounts are delinquent (under customary trade terms)
     under any Material Service Contract.

          (e) Except as set forth in Schedule 3.8(e) annexed hereto, as of the
     date of this Agreement there is no real property tax assessment pending or
     affecting any Property.

          (f) To Borrower's knowledge, the Borrower has all governmental
     permits, licenses and approvals to occupy each Property as it is occupied
     as of the date hereof, including, but not limited to, the Certificate of
     Occupancy and such governmental permits, licenses and approvals for each
     Property or the operation thereof are in full force and effect.

          (g) The Condominium Regime is in full force and effect, the
     condominium declaration therefor has been recorded in the Office of the
     Register of New York County, and has not been amended, supplemented or
     modified except as shown on Schedule 3.8(g). No assessment or unit charge
     now delinquent thereunder by Borrower remains unpaid. Borrower has not
     received any written notice of default from the Board of Managers under the
     Condominium Regime.

          (h) The Ground Leases are in full force and effect and have not been
     amended, modified or supplemented in any way. Except as noted on Schedule
     3.8(h), Borrower has no knowledge of any material default of Borrower under
     the Ground Leases.

          (i) Except as shown on Schedule 3.8(i), there are no Tenant
     Improvement Obligations under any Leases in effect on the Closing Date
     which have not been fully performed and paid for.

          (j) Borrower has not assigned, sold, pledged, transferred or
     hypothecated any Lease or any interest therein or any rents payable
     thereunder.

          (k) The Property Management Agreement is in full force and effect and
     has not been amended, modified or supplemented. To Borrower's knowledge,
     there are no defaults under the Property Management Agreement by either
     party and there are no


                                      -35-
<PAGE>   41

     conditions that, with the passage of time or the giving of notice, or both,
     would constitute defaults thereunder. Borrower has not received any written
     notice from the Property Manager claiming that Borrower is in default under
     the Property Management Agreement.


          (l) The Expense Sharing Agreement is in full force and effect and has
     not been amended, modified or supplemented. To Borrower's knowledge, there
     are no defaults under the Expense Sharing Agreement by either party and
     there are no conditions that, with the passage of time or the giving of
     notice, or both, would constitute defaults thereunder. Borrower has not
     received any written notice from any other party thereto claiming that
     Borrower is in default under the Expense Sharing Agreement.

          (m) Attached hereto as Schedule 3.8(m) is a true and complete schedule
     of all brokerage agreements requiring payment of an amount in excess of
     $100,000 to which the Borrower is a party as of the Closing Date.

         3.9 Intellectual Property. The Borrower owns, or is licensed to use,
all trademarks, tradenames, copyrights, technology, know-how and processes
necessary for the conduct of its business as currently conducted except for
those the failure to own or license which could not reasonably be expected to
have a Material Adverse Effect (the "Intellectual Property"). No claim has been
asserted and is pending by any Person challenging or questioning the use by the
Borrower of any such Intellectual Property or the validity or effectiveness of
any such Intellectual Property. The use of such Intellectual Property by the
Borrower does not infringe on the rights of any Person, except for such claims
and infringements that, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

         3.10 Taxes. The Borrower has filed or caused to be filed all tax
returns which, to the knowledge of the Borrower, are required to be filed and
has paid all taxes shown to be due and payable by the Borrower on said returns
or on any assessments made against it or any of its property and all other
taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower). No tax Lien has been filed, and, to the knowledge of the
Borrower, no claim is being asserted, with respect to any such tax, fee or other
charge.

         3.11 Federal Regulations. No part of the proceeds of any Loans will be
used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect, or for any purpose which violates, or which would be inconsistent
with, the provisions of the regulations of such Board of Governors.

         3.12 ERISA. There is no "accumulated funding deficiency" (within the
meaning of Section 412 of the Code or Section 302 of ERISA), whether or not
waived, in


                                      -36-
<PAGE>   42

respect of any Plan as of the last day of the most recent fiscal year of such
Plan ended prior to the date hereof. No Reportable Event has occurred during the
five year period prior to the date on which this representation is made or
deemed made with respect to any Plan which would have a Material Adverse Effect.
Each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred
which has resulted in the imposition of a Lien in favor of the PBGC or a Plan
has arisen. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. As of
the Closing Date, neither the Borrower nor any Commonly Controlled Entity has
any liability for post retirement benefits to be provided to their current and
former employees under Plans which are employee welfare benefit plans (as
defined in Section 3(1) of ERISA).

         3.13 Investment Company Act; Other Regulations. The Borrower is not an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. The
Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board of Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.

         3.14 Subsidiaries. Schedule 3.14 sets forth the name of each direct or
indirect Subsidiary of the Borrower, its form of organization, its jurisdiction
of organization, the total number of issued and outstanding shares or other
interests of Capital Stock thereof, the classes and number of issued and
outstanding shares or other interests of Capital Stock of each such class, the
name of each holder of Capital Stock thereof and the number of shares or other
interests of such Capital Stock held by each such holder and the percentage of
all outstanding shares or other interests of such class of Capital Stock held by
such holders. None of the Subsidiaries of the Borrower owns any material
property or engages in any operations except as set forth on Schedule 3.14.

         3.15 Accuracy and Completeness of Information. (a) All factual
information, reports and other papers and data with respect to the Borrower and
the Properties (other than projections) furnished, and all factual statements
and representations made, to the Agent or the Lenders by the Borrower, or on
behalf of the Borrower, were, at the time the same were so furnished or made,
when taken together with all such other factual information, reports and other
papers and data previously so furnished and all such other factual statements
and representations previously so made, complete and correct in all material
respects, to the extent necessary to give the Agent and the Lenders true and
accurate knowledge of the subject matter thereof in all material respects, and
did not, as of the date so furnished or made, contain


                                      -37-
<PAGE>   43

any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements contained therein not misleading in
light of the circumstances in which the same were made.

          (b) No fact has occurred and is known to the Borrower which has or in
     the future is reasonably likely (so far as the Borrower can reasonably
     foresee) to have a Material Adverse Effect which has not been set forth in
     the financial statements referred to in Section 3.1 or in such information,
     reports, papers and data or otherwise disclosed to the Agent or the Lenders
     prior to the Closing Date.

         3.16 Labor Relations. To Borrower's knowledge, there is (a) no unfair
labor practice compliant pending or threatened against the Borrower before the
National Labor Relations Board which could reasonably be expected to have a
Material Adverse Effect and no grievance or arbitration proceeding arising out
of or under a collective bargaining agreement is so pending or threatened; (b)
no strike, labor dispute, slowdown or stoppage pending or threatened against the
Borrower; and (c) no union representation question existing with respect to the
employees of the Borrower and no union organizing activities are taking place
with respect to any thereof.

         3.17 Insurance. The Borrower has, with respect to its properties and
business, insurance covering the risks, in the amounts, with the deductible or
other retention amounts, and with the carriers, disclosed on the insurance
certificates or other evidence of insurance delivered pursuant to Section
4.1(q), which insurance meets the requirements of Section 5.5 hereof as of the
Closing Date.

         3.18 Solvency. On the Closing Date, after giving effect to the
borrowing of Loans in an aggregate principal amount of $47,000,000 (i) the
amount of the "present fair saleable value" of the assets of the Borrower will,
as of such date, exceed the amount of all "liabilities of the Borrower,
contingent or otherwise", as of such date, as such quoted terms are determined
in accordance with applicable federal and state laws governing determinations of
the insolvency of debtors, (ii) the present fair saleable value of the assets of
the Borrower will, as of such date, be greater than the amount that will be
required to pay the liabilities of the Borrower on its debts as such debts
become absolute and matured, (iii) the Borrower will not have, as of such date,
an unreasonably small amount of capital with which to conduct its business, and
(iv) the Borrower will be able to pay its debts as they mature. For purposes of
this Section 3.18, "debt" means "liability on a claim", "claim" means any (x)
right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured, and (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.

         3.19 Purpose of Loans. The proceeds of the Loans shall be used by the
Borrower to fund budgeted tenant work allowances and leasing commissions, to
fund capital improvements to the Properties, to fund scheduled amortization
payments of the Existing Loans under the Existing Senior Credit Agreement, and
for other general working capital


                                      -38-
<PAGE>   44

purposes of the Borrower. None of the proceeds of the Loans shall be used to pay
any amounts in connection with any settlement, decree or judgment entered in
connection with any investigation, litigation or proceeding.

         3.20 Environmental Matters. Except as set forth on Schedule 3.20:

          (a) To the Borrower's knowledge and except as disclosed in any
     environmental report delivered to the Agent by or on behalf of the Borrower
     on or prior to the Closing Date, the Properties do not contain any
     Materials of Environmental Concern in amounts or concentrations which (i)
     constitute or constituted a violation of, or (ii) could reasonably be
     expected to give rise to liability under, any Environmental Law except in
     either case insofar as such violation or liability, or any aggregation
     thereof, is not reasonably likely to result in the payment of a Material
     Environmental Amount.

          (b) To the Borrower's knowledge and except as disclosed in any
     environmental report delivered to the Agent by or on behalf of the Borrower
     on or prior to the Closing Date, the Properties and all operations at the
     Properties are in compliance, and have since July 17, 1996 been in
     compliance, in all material respects with all applicable Environmental
     Laws, and there is no contamination at, under or about the Properties in
     violation of any Environmental Law with respect to the Properties or the
     business operated by the Borrower (the "Business") which could materially
     interfere with the continued operation of the Properties or materially
     impair the fair saleable value thereof.

          (c) The Borrower has not received any notice of violation, alleged
     violation, non-compliance, liability or potential liability regarding
     environmental matters or compliance with Environmental Laws with regard to
     any of the Properties or the Business, nor does the Borrower have knowledge
     or reason to believe that any such notice will be received or is being
     threatened except insofar as such notice or threatened notice, or any
     aggregation thereof, does not involve a matter or matters that is or are
     reasonably likely to result in the payment of a Material Environmental
     Amount.

          (d) To the Borrower's knowledge, Materials of Environmental Concern
     have not been transported or disposed of from the Properties in violation
     of, or in a manner or to a location which could reasonably be expected to
     give rise to liability under, any Environmental Law, nor have any Materials
     of Environmental Concern been generated, treated, stored or disposed of at,
     on or under any of the Properties in violation of, or in a manner that
     could reasonably be expected to give rise to liability under, any
     applicable Environmental Law except insofar as any such violation or
     liability referred to in this paragraph, or any aggregation thereof, is not
     reasonably likely to result in the payment of a Material Environmental
     Amount.

          (e) No judicial proceeding or governmental or administrative action is
     pending or, to the knowledge of the Borrower, threatened, under any
     Environmental Law to which the Borrower is or is threatened to be named as
     a party with respect to


                                      -39-
<PAGE>   45

     the Properties or the Business, nor are there any consent decrees or other
     decrees, consent orders, administrative orders or other orders, or other
     administrative or judicial requirements outstanding under any Environmental
     Law with respect to the Properties or the Business except insofar as such
     proceeding, action, decree, order or other requirement, or any aggregation
     thereof, is not reasonably likely to result in the payment of a Material
     Environmental Amount.

          (f) To the Borrower's knowledge, there has been no release or threat
     of release of Materials of Environmental Concern at or from the Properties,
     or arising from or related to the operations of the Borrower in connection
     with the Properties or otherwise in connection with the Business, in
     violation of or in amounts or in a manner that could reasonably give rise
     to liability under Environmental Laws except insofar as any such violation
     or liability referred to in this paragraph, or any aggregation thereof, is
     not reasonably likely to result in the payment of a Material Environmental
     Amount.

         3.21 Obligation to Convey. As of the Closing Date, there is no contract
or other obligation providing for or requiring the Borrower to convey (other
than lease) any interest in any of the Properties to any Person.

         3.22 Certain Existing Indebtedness. (a) As of the Closing Date, (i) the
aggregate outstanding principal amount of the 14% Debentures is $75,000,000 and
(ii) the aggregate accreted amount with respect to all Zeros outstanding is
approximately $496,116,000. During the period from May 16, 1997 to and including
April 12, 1999, neither the 14% Debentures, nor any interest therein, has been
sold, assigned or otherwise transferred or amended (other than the amendment to
the 14% Debenture Purchase Agreement entered into as of the date hereof),
supplemented or otherwise modified. During the period from May 16, 1997 to and
including April 12, 1999, the Zeros Indenture has not been amended, supplemented
or otherwise modified.

          (b) After giving effect to the execution and delivery of the Loan
     Documents, no provision of the Zeros or the Zeros Indenture requires that
     the Zeros shall be prepaid, redeemed, repurchased or defeased with any
     portion of any proceeds of any sale, lease, assignment, transfer, pledge,
     exchange or other disposition or hypothecation of any property of the
     Borrower (including, without limitation, any proceeds received upon any
     destruction, casualty or condemnation with respect to any such property).

         3.23 Year 2000. The Borrower has (i) initiated a review and assessment
of all areas within its and each of its Subsidiaries' business and operations
that could be adversely affected by the Year 2000 Problem, (ii) developed a plan
and timeline for addressing the Year 2000 Problem on a timely basis, and (iii)
to date, implemented that plan in accordance with that timetable. Based on the
foregoing, the Borrower believes that all computer applications that are
material to its or any of its Subsidiaries' business and operations are
reasonably expected on a timely basis to be able to perform properly
date-sensitive functions for all dates before and after January 1, 2000 in all
material respects ("Year 2000 Compliant"), except to the extent that a failure
to do so would not reasonably be expected to have a Material Adverse Effect.

                                      -40-
<PAGE>   46

         SECTION 4. CONDITIONS PRECEDENT

         4.1 Conditions to Initial Loans. The agreement of each Lender to make
the initial Loan requested to be made by it is subject to the satisfaction,
immediately prior to or concurrently with the making of such Loan on the Closing
Date, of the following conditions precedent:

          (a) Loan Documents. The Agent shall have received:

               (i) this Agreement, executed and delivered by a duly authorized
          officer of the Borrower, with a counterpart for each Lender,

               (ii) for the account of each Lender a Note conforming to the
          requirements hereof and executed by a duly authorized officer of the
          Borrower,

               (iii) the Intercreditor Agreement, executed and delivered by a
          duly authorized officer or attorney-in-fact of each party thereto,
          with a counterpart or a conformed copy for each Lender, and

               (iv) the Limited Recourse Agreement, executed and delivered by a
          duly authorized officer of each party thereto and notarized or
          otherwise duly legalized with respect to any party thereto which is a
          natural person, with a counterpart or a conformed copy for each
          Lender.

          (b) Related Agreements. The Agent shall have received a certificate of
     the Borrower certifying that the copies of the Zeros Indenture, the 14%
     Debentures Purchase Agreement, the Property Management Agreement, the
     Condominium Documents and the Leases listed on Schedule 4.1(b) (such
     Leases, the "Scheduled Leases") provided to, or made available for
     inspection by, the Agent by or on behalf of the Borrower on or prior to the
     Closing Date were complete and correct.

          (c) Initial Borrowing Certificate. The Agent shall have received, with
     a counterpart for each Lender, a certificate of the Borrower, dated the
     Closing Date, substantially in the form of Exhibit C, with appropriate
     insertions and attachments, satisfactory in form and substance to the
     Agent, executed by the President or any Vice President and the Secretary or
     any Assistant Secretary of the Borrower.

          (d) Proceedings of the Borrower. The Agent shall have received a copy
     of the resolutions, in form and substance satisfactory to the Agent, of the
     Operating Committee of the Borrower authorizing (i) the execution, delivery
     and performance of this Agreement and the other Loan Documents to which it
     is a party, and (ii) the borrowings contemplated hereunder, certified by
     the Secretary or an Assistant Secretary of the Borrower as of the Closing
     Date, which certificate shall be in form and substance satisfactory to the
     Agent and shall state that the resolutions thereby certified have not been
     amended, modified, revoked or rescinded.

                                      -41-
<PAGE>   47

          (e) Borrower Incumbency Certificate. The Agent shall have received,
     with a counterpart for each Lender, a certificate of the Borrower, dated
     the Closing Date, as to the incumbency and signature of the officers of the
     Borrower executing any Loan Document satisfactory in form and substance to
     the Agent, executed by the President or any Vice President and the
     Secretary or any Assistant Secretary of the Borrower.

          (f) Proceedings of the Other Loan Parties. The Agent shall have
     received a copy of the resolutions, in form and substance satisfactory to
     the Agent, of the Board of Directors (or other governing body) of each Loan
     Party other than the Borrower and other than any Loan Party who is a
     natural person authorizing the execution, delivery and performance of the
     Loan Documents to which it is a party, certified by the Secretary or an
     Assistant Secretary of such Loan Party as of the Closing Date, which
     certificate shall be in form and substance satisfactory to the Agent and
     shall state that the resolutions thereby certified have not been amended,
     modified, revoked or rescinded.

          (g) Loan Party Incumbency Certificates. The Agent shall have received,
     with a counterpart for each Lender, a certificate of each Loan Party other
     than the Borrower and other than any Loan Party who is a natural person,
     dated the Closing Date, as to the incumbency and signature of the officers
     of such Loan Party executing any Loan Document, satisfactory in form and
     substance to the Agent, executed by the President or any Vice President and
     the Secretary or any Assistant Secretary of such Loan Party.

          (h) Organizational Documents. The Agent shall have received true and
     complete copies of the trust agreement and the certificate of trust or
     other similar governing or organization documents of the Borrower,
     certified as of the Closing Date as complete and correct copies thereof by
     the Secretary or an Assistant Secretary of the Borrower.

          (i) Good Standing Certificates. The Agent shall have received, with a
     copy for each Lender, certificates dated as of a recent date from the
     Secretary of State or other appropriate authority, evidencing the good
     standing of the Borrower and of each other Loan Party for which such
     certificates are available (i) in the jurisdiction of its organization and
     (ii) in each other jurisdiction where its ownership, lease or operation of
     property or the conduct of its business requires it to qualify as a foreign
     Person except, as to this subclause (ii), where the failure to so qualify
     could not have a Material Adverse Effect.

          (j) Fees and Expenses. The Agent shall have received the fees to be
     received on the Closing Date referred to in the Fee Letter together with
     all fees and expenses required to be paid pursuant to Section 9.5 hereof.

          (k) Legal Opinions. The Agent shall have received, with a counterpart
     for each Lender, the executed legal opinion of Sullivan & Cromwell, counsel
     to the Borrower and certain of the Loan Parties, substantially in the form
     of Exhibit D, and


                                      -42-
<PAGE>   48

     from other counsel to the other Loan Parties reasonably acceptable to the
     Agent, in form and substance reasonably satisfactory to the Agent. Such
     legal opinions shall cover such other matters incident to the transactions
     contemplated by this Agreement as the Agent may reasonably require.

          (l) Lien Searches. The Agent shall have received the results of a
     recent search by a Person satisfactory to the Agent, of the Uniform
     Commercial Code, judgment and tax lien filings which may have been filed
     with respect to personal property of the Borrower, and the results of such
     search shall be satisfactory to the Agent.

          (m) Engineer's Reports. The Agent and each Lender shall have received
     a copy of each of the Engineer's Reports, which Engineer's Reports shall be
     in form and substance satisfactory to the Agent.

          (n) Appraisal. The Agent shall have received a recent appraisal of the
     Properties, performed by a Person satisfactory to the Agent in its
     discretion and otherwise in form and substance satisfactory to the Agent,
     which appraisal shall, among other things, disclose a value of the
     Properties of not less than $1,250,000,000 and a Debt to Value Ratio
     (determined on a pro forma basis as of February 2000 assuming the borrowing
     of Loans in the full amount of the Commitments, an aggregate outstanding
     principal amount of 14% Debentures equal to $75,000,000 and an aggregate
     accreted principal amount of Zeros equal to approximately $540,652,000) as
     of the date of such appraisal of not greater than 65%.

          (o) Insurance. The Agent shall have received evidence in form and
     substance satisfactory to it that all of the requirements of Section 5.5
     hereof shall have been satisfied.

          (p) Interest Rate Protection. The Agent shall have received evidence
     in form and substance satisfactory to it that the Borrower shall have
     obtained an interest rate swap, cap, collar or other interest rate hedge
     with respect to an aggregate principal amount of the Loans equal to the
     Maximum Allowable Loan Balance set forth in Schedule 2.2, (a) fixing for
     the Eurodollar Base Rate at not more than 3.0% above the Eurodollar Rate as
     in effect on the Closing Date or (b) containing such terms as may be agreed
     to by the Borrower and the Agent and are standard and customary for
     transactions of this kind.

          (q) Estoppel Certificates. The Borrower shall have used commercially
     reasonable efforts to provide the Agent with estoppel certificates, in form
     and substance satisfactory to the Agent, from each tenant under the
     Scheduled Leases, except with respect to any of such Leases which do not by
     their terms require the tenant thereunder to provide estoppel certificates.

          (r) Budget. The Agent shall have received from the Borrower an initial
     budget outlining the uses of proceeds of Loans, which shall include,
     without limitation,


                                      -43-
<PAGE>   49

     tenant work allowances and lease commissions, in form and substance
     satisfactory to the Agent.

          (s) Existing Senior Credit Agreement. The Existing Senior Credit
     Agreement shall have been amended to, among other things, permit this
     Agreement and the transactions contemplated hereby, such amendment to be
     substantially in the form of Exhibit F hereto.

         4.2 Conditions to Each Loan. The agreement of each Lender to make any
Loan requested to be made by it on any date (including, without limitation, its
initial Loan) is subject to the satisfaction of the following conditions
precedent:

          (a) Representations and Warranties. Each of the representations and
     warranties made by the Borrower in or pursuant to the Loan Documents shall
     be true and correct in all material respects on and as of such date as if
     made on and as of such date, other than any such representations or
     warranties which by their terms relate solely to another earlier date.

          (b) No Default. No Default or Event of Default shall have occurred and
     be continuing on such date or after giving effect to the Loans requested to
     be made on such date.

          (c) Use of Proceeds. The Agent shall have received a certificate of a
     Responsible Officer of the Borrower specifying in reasonable detail the
     anticipated use of proceeds of the requested Loans, and if requested by the
     Agent such supporting documentation and other evidence as the Agent may
     reasonably require to verify that such use of proceeds is consistent with
     the provisions of this Agreement and the other Loan Documents.

          (d) Additional Matters. All corporate and other proceedings, and all
     documents, instruments and other legal matters in connection with the
     transactions contemplated by this Agreement and the other Loan Documents
     shall be satisfactory in form and substance to the Agent, and the Agent
     shall have received such other documents and legal opinions in respect of
     any aspect or consequence of the transactions contemplated hereby or
     thereby as it shall reasonably request.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this Section 4.2 have been satisfied (other than, with respect to Section 4.2(c)
and (d), to the extent the satisfaction of such conditions are dependent upon
the subjective satisfaction of the Agent with the matters referenced on such
paragraphs).

         SECTION 5. AFFIRMATIVE COVENANTS

         The Borrower hereby agrees that, so long as any of the Commitments
remain in effect or any amount is owing to any Lender or the Agent hereunder or
under any other Loan Document, the Borrower shall:

                                      -44-
<PAGE>   50

         5.1 Financial Statements. Furnish to the Agent:

          (a) as soon as available, but in any event within 90 days after the
     end of each fiscal year of the Borrower, a copy of the balance sheet of the
     Borrower as at the end of such year and the related statements of income
     and retained earnings and of cash flows for such year, setting forth in
     each case in comparative form the figures for the previous year, reported
     on without a "going concern" or like qualification or exception, or
     qualification arising out of the scope of the audit, by Arthur Andersen LLP
     or other independent certified public accountants of nationally recognized
     standing; and

          (b) as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Borrower, the unaudited balance sheet of the Borrower as at the
     end of such quarter and the related unaudited statements of income and
     retained earnings and of cash flows of the Borrower for such quarter and
     the portion of the fiscal year through the end of such quarter, setting
     forth in each case in comparative form the figures for the previous year,
     certified by a Responsible Officer as being fairly stated in all material
     respects (subject to normal year-end audit adjustments);

          (c) all such financial statements shall be complete and correct in all
     material respects and shall be prepared in reasonable detail and in
     accordance with GAAP applied consistently throughout the periods reflected
     therein and with prior periods (except as approved by such accountants or
     officer, as the case may be, and disclosed therein).

          5.2 Certificates; Other Information. Furnish to the Agent:

          (a) concurrently with the delivery of the financial statements
     referred to in Section 5.1(a), a certificate of the independent certified
     public accountants reporting on such financial statements stating that in
     making the examination necessary therefor no knowledge was obtained of any
     Default or Event of Default, except as specified in such certificate;

          (b) concurrently with the delivery of the financial statements
     referred to in Sections 5.1(a) and (b), (A) a certificate of a Responsible
     Officer (i) stating that such Officer has obtained no knowledge of any
     Default or Event of Default except as specified in such certificate, (ii)
     showing in detail the calculations supporting such Officer's certification
     of the Borrower's compliance with the requirements of Sections 6.6 and 6.7,
     and (iii) specifying the percentage of the capital expenditures budgeted
     for such period in the Capital Budget therefor which were actually expended
     during such period, and (B) a rent roll for the Properties showing in
     tabular form, in substantially the same format and detail as the Rent Roll
     delivered prior to the Closing Date, all Leases for the Properties and the
     base and additional rent under such Leases during such period;

          (c) within five days after the final acceptance thereof by the
     Borrower, but in any event not later than 30 days after the first day of
     the fiscal year to which the


                                      -45-
<PAGE>   51

     same relate, the Operating Budget, Capital Improvement Budget and Leasing
     Guidelines (as such terms are defined in Section 3.1(c) of the Property
     Management Agreement) for each fiscal year of the Borrower which were
     provided by the Property Manager pursuant to Section 3.1(c) of the Property
     Management Agreement, and any modification to any thereof (such Capital
     Improvements Budget for such fiscal year, as finally accepted by the
     Borrower in accordance to Section 3.1 of the Property Management Agreement
     or if not accepted the latest version submitted to the Borrower, being
     referred to herein as the "Capital Budget" for such fiscal year);

          (d) within five Business Days after the same are filed, copies of all
     financial statements and reports which the Borrower may make to, or file
     with, the Securities and Exchange Commission or any successor or analogous
     Governmental Authority;

          (e) during the month of May in each calendar year, certificates of
     insurance or other evidence of insurance satisfactory to the Agent with
     respect to the insurance maintained by the Borrower in accordance with
     Section 5.5 of this Agreement;

          (f) (i) at any time any Major Space Lease or Major Retail Lease shall
     be executed and delivered a copy of such Major Space Lease or Major Retail
     Lease and a summary of the economic terms thereof, and (ii) at any time a
     Major Space Lease or Major Retail Lease shall be modified in any material
     respect or terminated, or any notice of default shall have been received by
     the Borrower with respect thereto (which default shall not have been
     cured), a description in reasonable detail of such modification,
     termination or default;

          (g) if the Borrower elects to extend the Original Maturity Date
     pursuant to Section 2.6, not earlier than 90 days nor later than 30 days
     prior to the Original Maturity Date, a recent appraisal of the Properties,
     in form and by an appraiser satisfactory to and engaged by the Agent,
     setting forth the Fair Market Values of the Properties as of a date no
     earlier than 12 months prior to the Original Maturity Date; provided, that
     if the Borrower shall not have notified the Agent of its intention to
     request or not request an extension of the Original Maturity Date on or
     prior to the date 90 days before the Original Maturity Date, the Agent may
     engage an appraiser to commence the appraisal required by this Section
     5.2(g) (and the Agent agrees to notify the Borrower prior to any such
     engagement), and, unless both (x) the Borrower shall have irrevocably
     notified the Agent of its election not to extend the Original Maturity Date
     pursuant to Section 2.6 prior to the Agent's engagement of such appraiser
     and (y) there is no Event of Default continuing at any time from the time
     of such irrevocable notification by the Borrower to and including the
     Original Maturity Date, the fees and expenses of such appraiser in
     connection therewith shall be for the account of the Borrower, whether or
     not the Borrower elects to extend the Original Maturity Date pursuant to
     Section 2.6;

          (h) on the last day of each Test Period, a calculation, in such form
     and in such detail as the Agent may reasonably require and certified by a
     Responsible Officer of the Borrower as being true and correct based upon
     the best information then


                                      -46-
<PAGE>   52

     available to the Borrower, setting forth the Borrower's estimated
     calculation of Debt Service Coverage Ratio for such Test Period (with
     respect to any such Test Period, the "Estimated Calculation");

          (i) if requested in writing by the Agent, not more than 30 days after
     the end of each year or if longer as soon as reasonably practicable after
     the same becomes available to the Borrower, an overview report of the
     Manhattan office market for such year (which the Agent and the Lenders
     acknowledge is anticipated to be prepared by a Person other than the
     Borrower), setting forth basic New York City economic factors, and
     summaries (by building class, submarket and overall market) of market lease
     concessions, market rental rates, leasing activity, net absorption, market
     vacancy and such other information about the Manhattan office market for
     such year as is customarily published in standard reports generally
     accepted in the Manhattan office leasing industry; and

          (j) promptly, such additional financial and other information as the
     Agent, at the direction of any Lender, may from time to time reasonably
     request.

         5.3 Payment of Obligations. (a) Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the Borrower, as the case may be, or except to the extent that the failure to so
pay, discharge or satisfy such obligations would not result in a Material
Adverse Effect.

          (b) Without limiting the generality of the foregoing, (i) pay all
     taxes (including any component of maintenance charges comprised of taxes),
     assessments, water rates and sewer rents, now or hereafter levied or
     assessed or imposed against any Property or any part thereof and all ground
     rents, other governmental impositions, and other charges, including,
     without limitation, vault charges and license fees for the use of vaults,
     chutes and similar areas adjoining any such Property, prior to the date any
     of the same become delinquent; (ii) pay all maintenance charges (other than
     those covered by subclause (i) of this Section 5.3(b)) prior to the date
     any of the same become delinquent, and (iii) promptly cause to be paid and
     discharged any lien or charge whatsoever which may be or become a Lien or
     charge including, without limitation, any mechanic's lien against any
     Property; and promptly pay for all utility services provided to the
     Properties; except, in each case, where the amount or validity thereof is
     being contested in good faith by appropriate proceedings and reserves in
     conformity with GAAP with respect thereto have been provided on the books
     of the Borrower or other security therefor has been provided as required by
     applicable law.

         5.4 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full force and effect its existence and take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business except as otherwise


                                      -47-
<PAGE>   53

permitted pursuant to Section 6.4; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith would
not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

         5.5 Maintenance of Property; Insurance. (a) Keep all property useful
and necessary in its business in good working order and condition.

          (b) The Borrower will keep each Property insured as follows:

          (i) "All Risk" property insurance, including sprinkler leakage in an
     amount sufficient to prevent the Borrower from becoming a co-insurer of any
     loss under the terms of the policy but in no event less than the then full
     replacement value of such Property;

          (ii) rental value insurance in an amount equal to not less than one
     year's gross rent from such Property;

          (iii) steam boiler and machinery breakdown direct damage insurance and
     third-party liability coverage (if not covered under the comprehensive
     general liability policy), with full comprehensive coverage on a repair and
     replacement cost basis, for all boilers and machinery which form a part of
     such Property, including rental value insurance in connection therewith in
     accordance with subsection (ii) of this Section 5.5(b) above;

          (iv) comprehensive general liability insurance with respect to all the
     Properties in an amount not less than $10,000,000 (or such higher amount as
     the Agent may from time to time require) combined single limit for bodily
     injury and property damage; such insurance shall include premises liability
     insurance, blanket contractual liability insurance (during the period of
     any construction or restoration work at any Property) and personal injury
     liability insurance;

          (v) during any period of construction or restoration of such Property,
     a policy or policies of builder's risk coverage written on a completed
     value basis insuring against such risks (including, without limitation,
     fire and extended coverage, collapse of such Property) as the Agent may
     request, in form and substance acceptable to the Agent;

          (vi) a policy or policies of workers' compensation insurance as
     required by workers' compensation insurance laws subject to the statutory
     limits of the State of New York in respect of any work or other operations
     on, about or in connection with all the Properties and covering all
     employees of the Borrower and employer's liability insurance coverage of
     not less than $5,000,000; and

          (vii) such other insurance with respect to such Property as the Agent
     from time to time may reasonably require and which is customary to be
     required by institutional lenders for properties of a type similar to the
     Properties.

                                      -48-
<PAGE>   54

          (c) All policies of insurance required under this Section 5.5 shall be
     issued by companies having a claims paying ability determined by A. M. Best
     Company of A or better and which are licensed to do business in the State
     of New York or with such other companies satisfactory to the Agent. The
     Agent shall be furnished with a duplicate original of each policy required
     to be provided by the Borrower hereunder, which policy shall provide that
     no cancellation, material change or reduction thereof shall be effective
     until at least ten (10) Business Days after receipt by the Agent of written
     notice thereof. At least ten (10) Business Days prior to expiration of any
     policy required to be provided by the Borrower hereunder, the Borrower
     shall furnish the Agent (without notice or demand by the Agent) with a
     duplicate original of such renewal policy replacing the policy so expiring;
     provided, however, if such renewal policy is not yet available, the
     Borrower shall provide the Agent with an insurance certificate or
     certificates thereof executed by the insurer or its authorized agent
     evidencing the insurance maintained under such policy which shall be
     acceptable to the Agent on an interim basis until the duplicate original
     thereof is available. The Borrower shall furnish the Agent receipts for the
     payment of premiums on such insurance policies or other evidence of such
     payment satisfactory to the Agent. In the event that the Borrower does not
     deposit with the Agent a new duplicate original policy of insurance with
     evidence of payment of premiums thereon at least ten (10) Business Days
     prior to the expiration of any expiring policy, then the Agent may, but
     shall not be obligated to, procure such insurance and pay the premiums
     therefor, and the Borrower agrees to repay to the Agent the premiums
     thereon promptly on demand, together with interest thereon at the rate per
     annum which would be applicable to Base Rate Loans under Section 2.7(c) and
     the same shall be part of the Obligations.

          (d) The Borrower may effect coverage under this Section 5.5 under a
     blanket insurance policy satisfactory to the Agent, provided that (i) any
     such policy of blanket insurance shall specify therein, or the insurer
     under such policy shall certify to the Agent, (A) the maximum amount of the
     total insurance afforded by the blanket policy allocated to such Property,
     and (B) any sublimits in such blanket policy applicable to such Property,
     which amounts shall not be less than the limits required pursuant to the
     provisions of this Section 5.5; (ii) any such policy of blanket insurance
     shall comply in all respects with the other provisions of this Section 5.5;
     and (iii) the protection afforded under any policy of blanket insurance
     hereunder shall be no less than that which would have been afforded under a
     separate policy or policies relating only to such Property.

          (e) The Borrower shall not take out separate insurance concurrent in
     form or contributing in the event of loss with the insurance required under
     this Section 5.5 unless (i) the policies are submitted to the Agent for its
     approval; and (ii) the insurers thereunder and the terms thereof are not
     unreasonably disapproved of by the Agent within 10 Business Days of such
     submission. The Borrower shall notify the Agent thirty (30) days before any
     such separate insurance is taken out and shall furnish the Agent with
     duplicate originals of the policy or policies or certificate or
     certificates of insurance executed by the insurer or its authorized agent
     with respect thereto, in the


                                      -49-
<PAGE>   55

     same manner as provided in subsection (c) of this Section 5.5 with respect
     to insurance required to be maintained hereunder.

          (f) For purposes of this Section, the term "full replacement value"
     shall mean the actual cost of replacing the property in question, exclusive
     of the cost of excavations, foundations and footings, as determined from
     time to time (but not less often than once every calendar year) by the
     insurance company or companies holding such insurance or by an appraiser,
     engineer, architect or contractor proposed by the Borrower and approved by
     said company or companies and the Agent.

          (g) No approval by the Agent of any insurer shall be construed to be a
     representation, certification or warranty of its solvency and no approval
     by the Agent as to the amount, type and/or form of any insurance shall be
     construed to be a representation, certification or warranty of its
     sufficiency.

         5.6 Damage, Destruction, Condemnation. (a) In the event of any damage
to or loss or destruction of any Property, the Borrower shall (i) promptly
notify the Agent of such event and take such steps as shall be necessary to
preserve any undamaged portion of such Property and (ii) if no Event of Default
has occurred and is continuing, at the Borrower's election (subject to the
requirements of clause (b) of this Section 5.6), or if an Event of Default has
occurred and is continuing, at the Agent's election, either (x) commence and
diligently pursue to completion the restoration, replacement and rebuilding of
such Property as nearly as possible to its value, condition and character
immediately prior to such damage, loss or destruction and in accordance with
plans and specifications reasonably approved by the Agent, and apply the excess,
if any, of the Net Proceeds of any insurance award over the amount required to
be applied to the Existing Loans pursuant to Section 5.6(a) of the Existing
Senior Credit Agreement thereto, or (y) apply the excess, if any, of the Net
Proceeds of any insurance award over the amount required to be applied to the
Existing Loans pursuant to Section 5.6(a) of the Existing Senior Credit
Agreement to prepay the Loans (without premium or penalty).

          (b) In the event that any portion of any Property is so damaged,
     destroyed or lost, and such damage, destruction or loss is covered, in
     whole or in part, by insurance described in Section 5.5, then, (i) if no
     Event of Default has occurred and is continuing and the amount of Net
     Proceeds received (or reasonably anticipated by the Borrower to be
     received) in connection with such damage, destruction or loss is less than
     $50,000,000, then the Borrower may retain such Net Proceeds and, at the
     Borrower's option, apply such Net Proceeds to the restoration, replacement
     or rebuilding, in whole or in part, of the portion of such Property so
     damaged, destroyed or lost or to the prepayment of the Existing Loans and,
     to the extent that the Existing Loans have been paid in full, the Loans,
     provided, however, that the Borrower shall be required to apply the excess,
     if any, of such Net Proceeds over the amount required to be applied to the
     Existing Loans pursuant to Section 5.6(b) of the Existing Senior Credit
     Agreement to the prepayment of the Loans (x) if the Borrower shall have
     failed to commence the restoration, replacement or rebuilding, in whole or
     in part, of the portion of such Property so damaged, destroyed or lost
     within six months following the receipt of such Net Proceeds or (y) if the
     Borrower shall cease to be diligently continuing such


                                      -50-
<PAGE>   56

     restoration, replacement or rebuilding, in the case of each of (x) and (y),
     subject to force majeure; or (ii) if no Event of Default has occurred and
     is continuing and the amount of Net Proceeds received (or reasonably
     anticipated by the Borrower to be received) in connection with such damage,
     destruction or loss is $50,000,000 or greater, then the Borrower shall
     cause the excess, if any, of such Net Proceeds over the amount required to
     be applied to the Existing Loans pursuant to Section 5.6(b) of the Existing
     Senior Credit Agreement to be deposited in a segregated account at a bank
     (which need not be a Lender) selected by the Borrower, and the Borrower
     hereby covenants and agrees that the excess, if any, of such Net Proceeds
     over the amount required to be applied to the Existing Loans pursuant to
     Section 5.6(b) of the Existing Senior Credit Agreement shall be withdrawn
     from such segregated account and applied solely for the purpose of, and in
     the amounts necessary to, make required payments in connection with the
     restoration, replacement or rebuilding, in whole or in part, of the portion
     of such Property so damaged, destroyed or lost or to the prepayment of the
     Loans; provided, however, that the Borrower shall be required to apply the
     excess, if any, of such Net Proceeds over the amount required to be applied
     to the Existing Loans pursuant to Section 5.6(b) of the Existing Senior
     Credit Agreement to the prepayment of the Loans (x) if the Borrower shall
     have failed to commence the restoration, replacement or rebuilding, in
     whole or in part, of the portion of such Property so damaged, destroyed or
     lost within six months following the receipt of such Net Proceeds or (y) if
     the Borrower shall cease to be diligently continuing such restoration,
     replacement or rebuilding, in the case of each of (x) and (y), subject to
     force majeure.

          (c) The Borrower, promptly upon obtaining knowledge of any pending or
     threatened institution of any proceedings for the condemnation of any
     Property, or any part or interest therein, or of any right of eminent
     domain, or of any other proceedings arising out of injury or damage to or
     decrease in the value of any Property (including a change in grade of any
     street), or any part thereof or interest therein, will notify the Agent of
     the threat or pendency thereof. The Borrower shall, at its expense,
     diligently prosecute any such proceedings. In the event of any condemnation
     of any Property or any part or interest therein or any similar event with
     respect thereto, if no Event of Default has occurred and is continuing, at
     the Borrower's option (subject to the requirements of clause (d) of this
     Section 5.6), and if an Event of Default has occurred and is continuing, at
     the Agent's option, the Borrower shall either (x) commence and diligently
     pursue to completion the replacement of such Property as nearly as possible
     to its value, condition and character immediately prior to such
     condemnation or similar event in accordance with plans and specifications
     reasonably approved by the Agent, and apply the excess, if any, of the Net
     Proceeds of any award over the amount required to be applied to the
     Existing Loans pursuant to Section 5.6(c) of the Existing Senior Credit
     Agreement thereto, or (y) apply the excess, if any, of the Net Proceeds of
     any award received by the Borrower over the amount required to be applied
     to the Existing Loans pursuant to Section 5.6(c) of the Existing Senior
     Credit Agreement to prepay the Loans (without premium or penalty).

          (d) In the event of any condemnation of any Property or any part or
     interest therein or any similar event with respect thereto, then, (i) if no
     Event of Default has


                                      -51-
<PAGE>   57

     occurred and is continuing and the amount of Net Proceeds received (or
     reasonably anticipated by the Borrower to be received) in connection with
     such condemnation or similar event is less than $50,000,000, then the
     Borrower may retain such Net Proceeds and, at the Borrower's option, apply
     such Net Proceeds to the replacement, in whole or in part, of such Property
     or such part thereof so condemned or to the prepayment of the Existing
     Loans and, to the extent the Existing Loans have been paid in full, the
     Loans, provided, however, that the Borrower shall be required to apply the
     excess, if any, of such Net Proceeds over the amount required to be applied
     to the Existing Loans pursuant to Section 5.6(d) of the Existing Senior
     Credit Agreement to the prepayment of the Loans (x) if the Borrower shall
     have failed to commence the replacement of such Property or such part
     thereof so condemned within six months following the receipt of such Net
     Proceeds or (y) if the Borrower shall cease to be diligently continuing
     such replacement, in the case of each of (x) and (y), subject to force
     majeure; or (ii) if no Event of Default has occurred and is continuing and
     the amount of Net Proceeds received (or reasonably anticipated by the
     Borrower to be received) in connection with such condemnation or similar
     event is $50,000,000 or greater, then the Borrower shall cause the excess,
     if any, of such Net Proceeds over the amount required to be applied
     pursuant to Section 5.6(d) of the Existing Senior Credit Agreement to be
     deposited in a segregated account at a bank (which need not be a Lender)
     selected by the Borrower, and the Borrower hereby covenants and agrees that
     the excess, if any, of such Net Proceeds over the amount required to be
     applied pursuant to Section 5.6(d) of the Existing Senior Credit Agreement
     shall be withdrawn from such segregated account and applied solely for the
     purpose of, and in the amounts necessary to, make required payments in
     connection with the replacement of such Property or such part thereof so
     condemned or to prepayment of the Loans, provided, however, that the
     Borrower shall be required to apply the excess, if any, of such Net
     Proceeds over the amount required to be applied pursuant to Section 5.6(d)
     of the Existing Senior Credit Agreement to the prepayment of the Loans (x)
     if the Borrower shall have failed to commence the replacement of such
     Property or such part thereof so condemned within six months following the
     receipt of such Net Proceeds or (y) if the Borrower shall cease to be
     diligently continuing such replacement, in the case of each of (x) and (y),
     subject to force majeure.

          (e) Notwithstanding any condemnation, taking or other proceeding
     referred to in this Section causing injury to or decrease in value of any
     Property (including a change in grade of any street), or any interest
     therein, the Borrower shall continue to pay and perform the Obligations as
     provided herein. Any reduction in the Obligations resulting from an
     application of condemnation proceeds or awards shall be deemed to take
     effect only on the date of receipt by the Agent of such proceeds or awards
     and application against the Obligations.

         5.7 Inspection of Property; Books and Records; Discussions. Keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP shall be made of all dealings and transactions in relation
to its business and activities; and permit representatives of the Agent or any
Lender to visit and inspect any of its properties and examine and make abstracts
from any of its books and records upon reasonable notice and


                                      -52-
<PAGE>   58

during normal business hours to discuss the business, operations, properties and
financial and other condition of the Borrower with officers of the Borrower and
with its independent certified public accountants.

         5.8 Notices. Promptly give notice to the Agent and, in the case of
clauses (a) and (g), to each Lender, of:

          (a) the occurrence of any Default or Event of Default;

          (b) any event of default under any Contractual Obligation of the
     Borrower which, if not cured, could reasonably be expected to have a
     Material Adverse Effect;

          (c) any Release at least fifteen (15) Business Days prior to the
     anticipated date of effectiveness of such Release, any such notice to
     include a calculation in reasonable detail of the Release Price with
     respect to the Property for which such Release is so requested;

          (d) any Restricted Payment to any Investor or other equity holder of
     the Borrower at least ten (10) Business Days prior to the anticipated date
     of such Restricted Payment, such notice to be accompanied by a certificate
     of a Responsible Officer setting forth in reasonable detail the
     calculations showing that such Restricted Payment is permitted under
     Section 6.6(a);

          (e) (i) any litigation or proceeding affecting the Borrower or any
     Property in which the amount involved is $5,000,000 or more and not covered
     by insurance or in which injunctive or similar relief is sought, (ii) any
     judgment rendered against the Borrower or affecting any Property involving
     a liability (to the extent not paid or covered by insurance) of $1,000,000
     or more, (iii) any written decisions, dispositions of pleadings, dismissal
     or joinder of parties, or other material developments in the action
     captioned In re Rockefeller Center Properties, Inc. Securities Litigation,
     U.S. District Court, District of Delaware, Consolidated Civ. A. No. 96-543
     or any other related litigation or any civil or criminal litigation,
     proceeding or investigation arising therefrom or arising from or relating
     in whole or in part to any claim that there was an alleged misstatement or
     omission in the RCPI Proxy Disclosure (as defined in the Limited Recourse
     Agreement) and (iv) any denial of coverage by any insurance company of
     claims arising out of the Rockefeller Center Properties litigation referred
     to in clause (iii) of this Section 5.8(e) or any other civil or criminal
     litigation or proceeding referred to in such clause (iii);

          (f) the following events, as soon as possible and in any event within
     30 days after the Borrower knows thereof: (i) the occurrence of any
     Reportable Event with respect to any Plan (other than such a Reportable
     Event for which the 30-day notice period is waived), a failure to make any
     required contribution to a Plan which would give rise to a Lien in favor of
     such Plan under Section 302(f) of ERISA, the creation of any Lien in favor
     of the PBGC or a Plan or any withdrawal from, or the termination,
     Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
     institution of proceedings or the taking of any other action by the PBGC or
     the Borrower or any


                                      -53-
<PAGE>   59

     Commonly Controlled Entity or any Multiemployer Plan with respect to the
     withdrawal from, or the terminating, Reorganization or Insolvency of, any
     Plan; and

          (g) any change, development or event which could reasonably be
     expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

         5.9 Environmental Laws. (a) Comply with, and use commercially
reasonable efforts to cause compliance by all tenants and subtenants, if any,
with, all applicable Environmental Laws and obtain and comply in all material
respects with and maintain, and use commercially reasonable efforts to cause all
tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws.

          (b) Conduct and complete all investigations, studies, sampling and
     testing, and all remedial, removal and other actions required under
     Environmental Laws and promptly comply in all material respects with all
     lawful orders and directives of all Governmental Authorities regarding
     Environmental Laws.

         5.10 Property Manager. Cause the Properties to be managed at all times
pursuant to the Management and Leasing Agreement, dated as of July 10, 1996,
between Borrower and Tishman (as amended, supplemented or otherwise modified in
accordance with Section 6.9, the "Property Management Agreement"), provided
that, upon the prior written request of the Borrower received by the Agent at
least 30 days prior to the requested resignation or removal of the incumbent
Property Manager, the Property Manager may resign or be removed if such Property
Manager is immediately thereupon replaced by another Person reasonably
acceptable to the Agent. Upon such replacement as provided herein and the
assumption by such Person of the obligations of the Property Manager under the
Property Management Agreement, such Person shall be deemed the Property Manager
for all purposes of this Agreement.

         5.11 Condominium Documents; Expense Sharing Agreement. Comply with the
Condominium Documents and Expense Sharing Agreement in all material respects.

         5.12 Asbestos. With respect to any friable asbestos or substance
containing asbestos currently present in the any Property, the Borrower, at the
Borrower's expense, shall promptly comply with and shall use commercially
reasonable efforts to cause all tenants of each Property to comply with all
present and future applicable federal, state or local laws, rules, regulations
or orders relating to asbestos, friable asbestos and asbestos containing
materials, or to the continued presence at such Property or the removal from
such Property and disposal of such asbestos, friable asbestos and asbestos
containing materials. In the event any asbestos, friable asbestos or asbestos
containing material is discovered at any Property, the Borrower shall obtain a
comprehensive asbestos report prepared by a licensed engineer or asbestos
consultant acceptable to the Agent describing the form, extent, location and
condition


                                      -54-
<PAGE>   60

of such asbestos and recommending methods of removal or abatement. The Borrower
shall promptly comply at its sole cost and expense with the recommendations
contained in such report, such compliance to be performed in accordance with all
applicable federal, state and local laws, statutes, rules and regulations. The
Borrower shall indemnify the Agent and each Lender and hold harmless the Agent
and each Lender from and against all loss, cost, damage and expense (including,
without limitation, attorneys' fees and costs incurred in the investigation,
defense and settlement of claims) that the Agent or any Lender may incur as a
result of or in connection with the assertion against the Agent or any Lender of
any claim relating to the presence or removal of any asbestos substance referred
to in this section, or compliance with any federal, state or local laws, rules,
regulations or orders relating thereto, excepting only those arising out of the
Agent's or the Lenders' gross or willful negligence or any action taken
following assumption of control over the property by the Agent or the Lenders
other than in response to a pre-existing violation of Environmental Laws. The
obligations and liabilities of the Borrower under this Section 5.12 shall
survive full payment of the Loans and all other amounts payable hereunder.

         5.13 Estoppel Certificates. For a period of 90 days following the
Closing Date, diligently seek to obtain any estoppel certificates with respect
to any Scheduled Leases described in Section 4.1(s)(ii) as to which estoppel
certificates were not delivered to the Agent on the Closing Date.

         5.14 Year 2000 Procedures. Promptly notify the Agent in the event that
the Borrower discovers or determines that any computer application (including
those of its suppliers, vendors and customers) that is material to its or any of
its Subsidiaries' business and operations will not be Year 2000 Compliant in all
material respects.

         SECTION 6. NEGATIVE COVENANTS

         The Borrower hereby agrees that, so long as any of the Commitments
remain in effect or any amount is owing to any Lender or the Agent hereunder or
under any other Loan Document, the Borrower shall not, nor shall it permit any
of its subsidiaries, to:

         6.1 Limitation on Indebtedness and Hedging Obligations. Create, incur,
assume or suffer to exist any Indebtedness or Hedging Obligations, except:

          (a) Indebtedness of the Borrower under this Agreement;

          (b) the 14% Debentures outstanding on the date hereof;

          (c) the Zeros outstanding on the date hereof;

          (d) Indebtedness of the Borrower and any of its Subsidiaries incurred
     to finance the acquisition of fixed or capital assets (whether pursuant to
     a loan, a Financing Lease or otherwise) in an aggregate principal amount
     not exceeding as to the Borrower and its Subsidiaries $5,000,000 at any
     time outstanding, provided, however, that in no event shall the amount of
     Indebtedness permitted pursuant to this Section

                                      -55-
<PAGE>   61
        6.1(d), together with the aggregate amount of Indebtedness permitted by
        Section 6.1(g) and 6.1(h), exceed $25,000,000;

                  (e) Indebtedness and Hedging Obligations outstanding on the
         date hereof and listed on Schedule 6.1;

                  (f) the Hedging Obligations under the agreement required
         pursuant to Section 4.1(p);

                  (g) current trade liabilities incurred in the ordinary course
         of business or in connection with tenant improvements or capital
         expenditures and payable in accordance with customary terms, in an
         aggregate amount, together with the aggregate principal amount of
         Indebtedness permitted pursuant to Sections 6.1(d) and 6.1(h), not to
         exceed $25,000,000 at any one time outstanding;

                  (h) additional Indebtedness of the Borrower in an aggregate
         principal amount at any time outstanding not to exceed $1,000,000,
         provided, however, that in no event shall the additional Indebtedness
         permitted pursuant to this Section 6.1(h), together with the aggregate
         amount of Indebtedness permitted pursuant to Sections 6.1(d) and
         6.1(g), exceed $25,000,000; and

                  (i) Indebtedness of the Borrower under the Existing Senior
         Credit Agreement.

                  6.2 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes not yet delinquent or which have been
         bonded and are being contested in good faith by appropriate
         proceedings;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 10 days or
         which have been bonded, if required, and are being contested in good
         faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation;

                  (d) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (e) Permitted Encumbrances;


                                      -56-
<PAGE>   62
                  (f) other easements, rights-of-way, restrictions, defects or
         irregularities in title and other similar title matters not, in any
         material respect, interfering with the operation, use or value of any
         Property;

                  (g) Liens arising from tenant improvements; provided that such
         Liens are either bonded or released within thirty (30) days and the
         aggregate amount secured by such Liens does not exceed $500,000 at any
         one time; and

                  (h) other non-consensual Liens filed against the Properties
         which aggregate not more than $5,000,000 unless such Liens are
         discharged of record by the posting of a bond pursuant to requisite
         court proceedings or by payment within 45 days.

                  6.3 Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation except Guarantee Obligations in
existence on the date hereof and listed on Schedule 6.3. 6.4 Limitation on
Fundamental Changes. Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all of its property, business or assets, or make any
material change in its present method of conducting business. 6.5 Limitation on
Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of
any of its property, business or assets (including, without limitation,
receivables and leasehold interests), whether now owned or hereafter acquired,
including any disposition by way of any arrangement with any Person providing
for the leasing by the Borrower or any Subsidiary of real or personal property
which has been or is to be sold or transferred by the Borrower or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or rental
obligations of the Borrower or such Subsidiary, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person other than the Borrower or any wholly owned Subsidiary of the Borrower,
except:

                  (a) the Release of any Property or portion thereof (other than
         the Air Rights) so long as (i) The Release Price of such Property or
         portion thereof is paid to the Agent in cash for the benefit of the
         Lenders concurrently with such Release, such Release Price to be
         applied as a prepayment of the Loans and a reduction of the Commitments
         pursuant to Section 2.11(a), (ii) no Default under Section 7(a) or
         Event of Default has occurred and is continuing or would result
         therefrom, and (iii) concurrently with such Release the Borrower
         prepays Loans, the Existing Loans and/or prepays, redeems or
         repurchases Zeros, in an aggregate amount so that, immediately after
         giving effect to such Release, the prepayment of the Loans required in
         connection therewith pursuant to Section 2.11(a) and such prepayment,
         redemption or repurchase of Loans, the Existing Loans and/or Zeros, the
         Debt to Value Ratio shall be equal to or less than 65%.


                                      -57-
<PAGE>   63
                  (b) the sale or other disposition of obsolete or worn out
         property (other than any Property) in the ordinary course of business;

                  (c) leases of space pursuant to tenant leases which are not in
         economic substance financing or disposition transactions;

                  (d) the sale of inventory in the ordinary course of business;
         and

                  (e) the sale or other disposition of the Air Rights so long as
         the Borrower shall concurrently make the prepayment required by Section
         2.11(a)(ii).

                  6.6 Limitation on Restricted Payments. Declare or pay any
dividend or other distributions on, or make any payment on account of, or set
apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any shares or other
interests of any class of Capital Stock of the Borrower or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Subsidiary (such declarations, payments, setting apart, purchases,
redemptions, defeasances, retirements, acquisitions and distributions being
herein called "Restricted Payments"), except that:

                  (a) the Borrower may make additional distributions to RCPI and
         the LLC, so long as:

                           (i) (A) the Debt Service Coverage Ratio for the Test
                  Period most recently ended prior to the time of such
                  distribution was not less than 1.15 to 1 and (B) the Adjusted
                  Debt Service Coverage Ratio for the Test Period most recently
                  ended prior to the time of such distribution was not less than
                  1.40 to 1,

                           (ii) the cumulative amount of all Restricted Payments
                  made by the Borrower from and including January 1, 1998 to the
                  date of determination would not, after giving effect to any
                  such additional distribution, exceed the Net Cash Flow after
                  Debt Service for the period from January 1, 1998 to such date
                  of determination (taken as a single accounting period) plus
                  any capital contributions made to the Borrower during such
                  period (other than capital contributions the proceeds of which
                  were used to pay interest on the 14% Debentures), and

                           (iii) both before and after giving effect to such
                  distribution, no Default under Section 7(a) nor any Event of
                  Default shall have occurred and be continuing; and

                  (b) the Borrower may make distributions of Net Proceeds of any
         Release; provided, that (i) the Borrower shall have made all
         prepayments required to be made pursuant to Section 2.11 hereof and
         Section 2.11 of the Existing Senior Credit Agreement in respect of such
         Release, and (ii) both before and after giving effect to


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<PAGE>   64
         such distribution, no Default under Section 7(a) nor any Event of
         Default shall have occurred and be continuing.

                  6.7 Limitation on Capital Expenditures. (a) Make or commit to
make (by way of the acquisition of securities of a Person or otherwise) any
expenditure in respect of the purchase or other acquisition of fixed or capital
assets (excluding any such asset acquired in connection with normal replacement
and maintenance programs properly charged to current operations) except for
expenditures not exceeding (without duplication of commitments to make such
expenditures included in any prior year), during any fiscal year of the
Borrower, 125% of the amount set forth in the Capital Budget for such fiscal
year; or

                  (b) fail to make capital expenditures (other than any tenant
         improvements or leasing commissions) during each period commencing
         January 1, 1997 and ending on the days set forth below in an aggregate
         amount of at least the amount set forth opposite such day below:

            Day                                                Amount
   ---------------------                                  ---------------
     December 31, 1999                                      $50,000,000

provided, however, that each of the amounts set forth in the foregoing table
shall be reduced by an amount equal to the amount so set forth in such table
multiplied by the sum of the percentages set forth opposite each of the
Properties or portions of Properties listed in Schedule 1.1(b) which have been
Released prior to the date set forth opposite such amount in the foregoing
table.

                  6.8 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except :

                  (a) loans to tenants pursuant to new Leases with such tenants,
         the proceeds of which loans are to be used solely in connection with
         the improvement or occupancy by such tenants of the space leased under
         such Leases;

                  (b) extensions of trade credit in the ordinary course of
         business in an aggregate amount not to exceed $3,000,000 at any one
         time outstanding; and

                  (c) investments in Cash Equivalents.

                  6.9 Limitation on Optional Payments and Modifications of
Agreements. (a) Make any optional payment or prepayment on or redemption or
purchase of any 14% Debentures, Zeros or any Indebtedness or Hedging Obligations
listed on Schedule 6.1 or pursuant to this Agreement, except that the Borrower
may repurchase Zeros, may repay Indebtedness under the Existing Senior Credit
Agreement and may repay Indebtedness and Hedging Obligations listed on Schedule
6.1, provided that (A) all Zeros so purchased shall be immediately retired and
(B) immediately prior to and after giving effect to any such purchase or
repayment, no Default under Section 7(a) nor any Event of Default shall have
occurred and


                                      -59-
<PAGE>   65
be continuing; (b) amend, modify or change, or consent or agree to any
amendment, modification or change to any of the terms of the 14% Debentures,
except for the Amendment to the 14% Debentures Purchase Agreement to be dated
the date hereof, the Zeros or any Indebtedness or Hedging Obligations listed on
Schedule 6.1, or any instrument, agreement or other document governing or
evidencing the same (other than any such amendment, modification or change which
would extend the maturity or reduce the amount of any payment of principal
thereof or which would reduce the rate or extend the date for payment of
interest thereon, and other modifications not materially adverse to the Agent or
the Lenders); (c) amend, modify or change the Property Management Agreement in
any respect which would be materially disadvantageous to the Borrower or the
Lenders; (d) amend, modify or change any Condominium Document in any respect
which would cause the Condominium Documents to be materially more restrictive to
the Borrower or impose any material additional obligations on the Borrower; or
(e) amend, modify or change, or consent to any amendment, modification or change
to, any Major Space Lease or Major Retail Lease (except amendments or
modifications which would increase any rent, eliminate any free or reduced rent
provision, or which would not otherwise be materially adverse to the interests
of the Agent and the Lenders) unless such amendment (or a substantially final
draft thereof) has been submitted to the Agent, together with a written summary
of the economic terms thereof, and the Agent has not disapproved of such
amendment in writing within ten days of such submission.

                  6.10 Limitation on Transactions with Affiliates. Enter into
any transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement and (b) upon
fair and reasonable terms no less favorable to the Borrower than it would obtain
in a comparable arm's length transaction with a Person which is not an
Affiliate, provided that, notwithstanding the foregoing, the transactions listed
on Schedule 6.10 shall not be prohibited by this Section 6.10.

                  6.11 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Borrower to end on a day other than December 31.

                  6.12 Limitation on Negative Pledge Clauses. Enter into with
any Person any agreement, other than (a) this Agreement, (b) the 14% Debentures
Purchase Agreement, (c) the Zeros Indenture, (d) any industrial revenue bonds,
purchase money mortgages or Financing Leases permitted by this Agreement (in
which cases, any prohibition or limitation shall only be effective against the
assets financed thereby) and (e) the Existing Senior Credit Agreement, which
prohibits or limits the ability of the Borrower to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired.

                  6.13 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower is engaged on the date of this Agreement and businesses reasonably
related thereto.

                  6.14 Governing Documents. Amend its trust agreement or other
Governing Documents in any material respect which would be adverse to the Agent
or the Lenders,


                                      -60-
<PAGE>   66
without the prior written consent of the Required Lenders, which shall not be
unreasonably withheld or delayed.

                  6.15 Limitation on Subsidiary Formation. Form any
Subsidiaries, unless (a) the Borrower shall have given the Agent and the Lenders
not less than ten Business Days' notice of such proposed formation, (b) all of
the Capital Stock of such Subsidiary is directly owned by the Borrower and (c)
simultaneously with the formation of such Subsidiary, this Agreement and the
other Loan Documents are amended in a manner satisfactory to the Agent to
provide that such Subsidiary becomes a joint obligor with the Borrower with
respect to all Obligations.

                  6.16 Limitation on Securities Issuances. Issue or permit any
Subsidiary to issue any additional equity interests except to the Borrower.

                  6.17 Asbestos. Install or permit to be installed in any
Property, friable asbestos or any substance containing asbestos.

                  6.18 Alterations, Maintenance, Repairs, Waste. (a) Commit any
waste on any Property or (b) substantially alter or demolish or remove all or
any material portion of the improvements or personal property on the Properties,
or erect any material additions to the existing improvements or other structures
on the Properties, which, in the aggregate and after giving effect to such
demolition or removal and the completion of any improvements scheduled to be
made in connection with such demolition or removal, will materially diminish the
fair market value thereof or materially increase any ordinary fire or other
hazard arising out of construction or operation.

                  6.19 Limitations on Leasing. (a) Enter into any Major Space
Lease or Major Retail Lease that is not a Permitted Major Space Lease or
Permitted Major Retail Lease;

                  (b) lease all or any part of Property, other than for actual
         occupancy by the tenant thereunder; or

                  (c) assign the whole or any part of any Major Space Lease or
         Major Retail Lease or the rents thereunder.

                  SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any Loan
         when due in accordance with the terms thereof or hereof; or the
         Borrower shall fail to pay any interest on any Loan or any other amount
         payable hereunder or under the other Loan Documents or the Fee Letter,
         within five days after any such interest or other amount becomes due in
         accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by the
         Borrower herein or in any other Loan Document or which is contained in
         any certificate,


                                      -61-
<PAGE>   67
         document or financial or other statement furnished by it at any time
         under or in connection with this Agreement or any such other Loan
         Document shall prove to have been incorrect in any material respect on
         or as of the date made or deemed made; or

                  (c) The Borrower shall default in the observance or
         performance of any agreement contained in Section 5.2(g) or (h) or
         Section 6 other than Section 6.1(d) and (g) and Section 6.10; or

                  (d) The Borrower shall default in the observance or
         performance of any agreement contained in Section 6.1(d) or (g) and
         such default shall continue unremedied for a period of ten days, or the
         Borrower shall default in the observance or performance of any
         agreement contained in Section 6.10 and such default shall continue
         unremedied for a period of five days after notice from the Agent (which
         notice has not been rescinded or withdrawn); or

                  (e) The Borrower shall default in the observance or
         performance of any other agreement contained in this Agreement or any
         other Loan Document (other than as provided in paragraphs (a) through
         (d) of this Section), and such default shall continue unremedied for a
         period of 30 days after notice of such default is given by the Agent to
         the Borrower or, if such default is not reasonably amenable to cure
         within such 30 days and the Borrower is at all times diligently
         pursuing the cure thereof, such default shall continue unremedied for a
         period of 90 days after notice of such default is given by the Agent to
         the Borrower; or

                  (f) (i) Any "Event of Default" as defined in the 14%
         Debentures Purchase Agreement, any "Event of Default" as defined in the
         Zeros Indenture, or any "Event of Default" as defined in the Existing
         Senior Credit Agreement shall occur, or (ii) any of the subordination
         provisions set forth in the Intercreditor Agreement shall be or become
         unenforceable, or any party to the Intercreditor Agreement (other than
         the Agent) shall so assert in writing (other than an assertion that
         such subordination provisions are or have become unenforceable as a
         result of a breach by the Agent of its obligations under the
         Intercreditor Agreement); or

                  (g) The Borrower shall (i) default in any payment of principal
         of or interest of any Indebtedness (other than the Loans) or in the
         payment of any Guarantee Obligation or Hedging Obligation, beyond the
         period of grace (not to exceed 30 days), if any, provided in the
         instrument or agreement under which such Indebtedness or Guarantee
         Obligation or Hedging Obligation was created, if the aggregate amount
         of the Indebtedness and/or Guarantee Obligations and/or termination or
         liquidation or similar payments with respect to the Hedging Obligations
         in respect of which such default or defaults shall have occurred is at
         least $10,000,000; or (ii) default, after the giving of notice if
         required and the lapse of any mandatory grace period, in the observance
         or performance of any other agreement or condition relating to any such
         Indebtedness or Guarantee Obligation or Hedging Obligation or contained
         in any instrument or agreement evidencing, securing or relating
         thereto, or any other event shall occur or condition exist, the effect
         of which default or other event or condition is


                                      -62-
<PAGE>   68
         to cause, or to permit the holder or holders of such Indebtedness or
         Hedging Obligations or beneficiary or beneficiaries of such Guarantee
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, such Indebtedness to become
         due prior to its stated maturity or such Guarantee Obligation to become
         payable or any liquidation or termination payment or payments in
         respect of such Hedging Obligations to become due; or

                  (h) (i) The Borrower or the Property Manager shall commence
         any case, proceeding or other action (A) under any existing or future
         law of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an
         order for relief entered with respect to it, or seeking to adjudicate
         it a bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial part of its assets, or the Borrower or
         the Property Manager shall make a general assignment for the benefit of
         its creditors; or (ii) there shall be commenced against the Borrower or
         the Property Manager any case, proceeding or other action of a nature
         referred to in clause (i) above which (A) results in the entry of an
         order for relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against the Borrower or the Property Manager
         any case, proceeding or other action seeking issuance of a warrant of
         attachment, execution, distraint or similar process against all or any
         substantial part of its assets which results in the entry of an order
         for any such relief which shall not have been vacated, discharged, or
         stayed or bonded pending appeal within 60 days from the entry thereof;
         or (iv) the Borrower or the Property Manager shall take any action in
         furtherance of, or indicating its consent to, approval of, or
         acquiescence in, any of the acts set forth in clause (i), (ii), or
         (iii) above; or (v) the Borrower or the Property Manager shall
         generally not, or shall be unable to, or shall admit in writing its
         inability to, pay its debts as they become due, and, in the case of any
         of the foregoing events relating to the Property Manager, the Property
         Manager has not be replaced with a new Property Manager acceptable to
         the Agent within 30 days; or

                  (i) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Borrower or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is likely to result in the termination of such
         Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
         shall terminate for purposes of Title IV of ERISA, (v) the Borrower or
         any Commonly Controlled Entity shall incur any liability in connection
         with a withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with


                                      -63-
<PAGE>   69
         respect to a Plan; and in each case in clauses (i) through (vi) above,
         such event or condition, together with all other such events or
         conditions, if any, could reasonably be expected to have a Material
         Adverse Effect; or

                  (j) Except as described in Section 7(n), one or more
         settlements, judgments or decrees shall be entered against the Borrower
         involving in the aggregate a liability (but only to the extent not paid
         or covered by insurance) of $5,000,000 or more, and all such
         settlements, judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal, or paid or otherwise
         satisfied, within 60 days from the entry thereof; or

                  (k) (i) RCPI and the LLC shall cease to own, beneficially and
         of record, 100% of the equity ownership of the Borrower, or (ii)
         [intentionally omitted] or (iii) one or more of the Investors, and/or
         one or more other wholly-owned Subsidiaries of any Key Principals, or
         the Key Principals, taken as a whole, cease to own, beneficially and of
         record, 100% of the common equity ownership of RCPI and the equity
         ownership of the LLC, or (iv) WHRC II Real Estate Limited Partnership,
         a Delaware limited partnership, and Rockprop, L.L.C., a Delaware
         limited liability company, shall collectively cease to own,
         beneficially and of record, at least 50% of the common equity ownership
         of RCPI and the equity ownership of the LLC, or (v) any of the Key
         Principals shall cease to own, beneficially and of record, at least the
         same percentage equity ownership of the Investors (or such transferee
         as contemplated by (iii) above) as such Key Principal owned on the date
         hereof, except that any Key Principal, other than Whitehall Street Real
         Estate Limited Partnership V and, so long as Tishman remains Property
         Manager, Tishman Speyer Crown Equities, may transfer any or all of its
         ownership interest in the Investors to another Key Principal or, so
         long as such Key Principal expressly agrees to remain liable under the
         Limited Recourse Agreement to the same extent as provided on the
         Closing Date, to any other Person; provided that, the parties hereto
         agree that nothing in this Section 7(k) is intended to restrict or
         limit any transfer of any ownership interest in any Key Principal; or

                  (l) [Intentionally Omitted]

                  (m) the aggregate net worth of the Key Principals shall be
         less than $300,000,000, or the Key Principals shall have failed to
         deliver to the Agent one or more true and accurate Key Principal Net
         Worth Letters (as defined in the Limited Recourse Agreement) as
         required by the Limited Recourse Agreement demonstrating an aggregate
         net worth of the Key Principals of at least $300,000,000; or

                  (n) (i) one or more settlements, judgments or decrees shall be
         entered against or entered into by any Key Principal or any other
         Person (including without limitation any present or former director or
         officer of RCPI or any predecessor) with respect to which the Borrower
         has an indemnification obligation, involving in the aggregate a
         liability (but only to the extent not paid by insurance, or covered by
         insurance with respect to which the insurance company has acknowledged
         coverage) of $15,000,000 or more, and all such settlements, judgments
         or decrees have not been


                                      -64-
<PAGE>   70
         vacated, discharged, stayed or bonded pending appeal or paid or
         otherwise satisfied within 60 days from the entry thereof, or (ii) any
         settlement, judgment or decree shall be entered against or entered into
         by any of the Borrower, RCPI or the LLC in the Rockefeller Center
         Properties litigation referred to in Section 5.8(e)(iii) or any civil
         or criminal litigation, proceeding or investigation arising from or
         relating in whole or in part to any claim that there was an alleged
         material misstatement or omission in the RCPI Proxy Disclosure (as
         defined in the Limited Recourse Agreement), involving in the aggregate
         a liability (but only to the extent not paid by insurance, or covered
         by insurance with respect to which the insurance company has
         acknowledged coverage) of $15,000,000 or more, which settlement,
         judgment or decree shall not have been vacated, discharged, stayed or
         bonded pending appeal, or paid or otherwise satisfied, within five
         Business Days from the entry thereof;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (h) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Required Lenders, the Agent may, or upon
the request of the Required Lenders, the Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders,
the Agent may, or upon the request of the Required Lenders, the Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement to be due and payable
forthwith, whereupon the same shall immediately become due and payable. Except
as expressly provided above in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived.

                  SECTION 8. THE AGENT

                  8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

                  8.2 Delegation of Duties. The Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The


                                      -65-
<PAGE>   71
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

                  8.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

                  8.4 Reliance by Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower or any other Loan
Party), independent accountants and other experts selected by the Agent. The
Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

                  8.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders. The
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action,


                                      -66-
<PAGE>   72
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

                  8.6 Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Borrower or any other Loan
Party, shall be deemed to constitute any representation or warranty by the Agent
to any Lender. Each Lender represents to the Agent that it has, independently
and without reliance upon the Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Borrower and the other Loan Parties
and made its own decision to make its Loans hereunder and enter into this
Agreement. Each Lender also represents that it will, independently and without
reliance upon the Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent hereunder or under the other Loan Documents, the Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrower or any
other Loan Party which may come into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

                  8.7 Indemnification. The Lenders agree to indemnify the Agent
and the Arranger in their respective capacities as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), ratably according to their respective Credit Exposure Percentages in
effect on the date on which indemnification is sought, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Loans) be imposed on, incurred by or asserted against the Agent or the Arranger
in any way relating to or arising out of, the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Agent or the Arranger under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Agent's or the Arranger's gross negligence or willful misconduct. The
agreements in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.

                  8.8 Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower and the other Loan Parties as though the
Agent were not the Agent hereunder and


                                      -67-
<PAGE>   73
under the other Loan Documents. With respect to the Loans made by it, the Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not the
Agent, and the terms "Lender" and "Lenders" shall include the Agent in its
individual capacity.

                  8.9 Successor Agent. The Agent may resign as Agent upon
10 days' notice to the Lenders. If the Agent shall resign as Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall be approved by the Borrower, whereupon such successor agent shall succeed
to the rights, powers and duties of the Agent, and the term "Agent" shall mean
such successor agent effective upon such appointment and approval, and the
former Agent's rights, powers and duties as Agent shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement or any holders of the Loans. After any retiring
Agent's resignation as Agent, the provisions of this Section 8 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement and the other Loan Documents.

                  8.10 Dealings with Agent. Except as otherwise expressly
provided herein, in connection with any matter consented to, approved or waived
by the Lenders or to be consented to, approved or waived by the Lenders, as
between the Borrower, on the one hand, and the Lenders and the Agent, on the
other hand, the Borrower shall be entitled to rely upon the Agent's approval or
consent.

                  8.11 Co-Agent. The Co-Agent shall have no rights, powers,
duties or responsibilities (other than as a Lender) hereunder or under any other
Loan Document. To the extent that the Borrower is permitted or required to deal
with or rely upon the Agent under any of the Loan Documents, the Borrower shall
be permitted or required to deal with or rely solely upon NationsBank, N.A., as
agent, or any successor agent appointed in accordance with Section 8.9 hereof.

                  SECTION 9. MISCELLANEOUS

                  9.1 Amendments and Waivers. Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 9.1. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Agent, as the case may be, may specify
in such instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or modification
shall (i) reduce the amount or extend the scheduled date of maturity of any Loan
or of any installment thereof, or reduce the stated rate of any interest or fee
payable hereunder or extend the scheduled date of any payment thereof or
increase the aggregate amount or


                                      -68-
<PAGE>   74
extend the expiration date of any Lender's Commitment, in each case without the
consent of each Lender affected thereby, or (ii) amend, modify or waive any
provision of this Section 9.1 or reduce the percentage specified in the
definition of Required Lenders or Majority Lenders, or consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents or release any collateral for the
Obligations or any Recourse Party from its obligations under the Limited
Recourse Agreement, in each case without the written consent of all the Lenders,
or (iii) amend, modify or waive any provision of Section 8 without the written
consent of the then Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Agent and all future holders of the Loans.
In the case of any waiver, the Borrower, the Lenders and the Agent shall be
restored to their former positions and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.

                  9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, (c) in the case of delivery by
overnight courier, one Business Day after being delivered to a nationally
recognized overnight courier service, with shipping charges paid for delivery on
the next Business Day, or (d) in the case of delivery by facsimile transmission,
when sent and receipt has been electronically confirmed, addressed as follows in
the case of the Borrower and the Agent, and as set forth in Schedule I in the
case of the other parties hereto, or to such other address as may be hereafter
notified by the respective parties hereto:

         The Borrower:    RCPI Trust
                          c/o Tishman Speyer Properties L.P.
                          520 Madison Avenue
                          New York, New York  10022
                          Attention:  Mr. Jerry Speyer
                          Telephone:       212-715-0310
                          Fax:             212-319-1745

                          with copies to:

                          Whitehall Street Real Estate Limited Partnership V
                          85 Broad Street
                          New York, New York  10004
                          Attention:  Chief Financial Officer
                          Telephone:  212-902-3171
                          Facsimile:  212-357-5505;

                          and


                                      -69-
<PAGE>   75
                          Sullivan & Cromwell
                          125 Broad Street
                          New York, New York  10004
                          Attention:  Gary Israel, Esq.
                          Telephone:  212-558-4005
                          Facsimile:  212-558-3588




         The Agent:       NationsBank, N.A.
                          901 Main Street, TXI-492-51-01
                          Dallas, Texas 75202
                          Attention:  Ms. Carolyn Mason
                          Telephone: 214-508-9338
                          Facsimile:  214-508-1571


                          with copies to:

                          NationsBank, N.A.
                          100 North Tryon Street, 11th Floor
                          Charlotte, North Carolina 28255
                          Attention:  Mr. Thomas K. Sittema
                          Telephone: 704-386-0637
                          Facsimile:  704-388-9408

                          and

                          Cadwalader, Wickersham & Taft
                          227 West Trade Street, Suite 2400
                          Charlotte, North Carolina 28202
                          Attention:  Christopher M. McDermott, Esq.
                          Telephone: 704-348-5100
                          Facsimile:  704-348-5200

provided that any notice, request or demand to or upon the Agent pursuant to
Section 2.3, 2.5, 2.6 or 2.10, or from the Lenders pursuant to Section 2.13(b),
shall not be effective until received.

                  9.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.


                                      -70-
<PAGE>   76
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

                  9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

                  9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Agent and the Arranger, and each Lender (but limited, with
respect to the Lenders pursuant to this Section 9.5(a), but not with respect to
the Agent or Arranger, to an aggregate amount not to exceed the lesser of (i)
$5,000 per Lender and (ii) $35,000 in the aggregate for all Lenders) for all
their out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
(except with respect to the Lenders) the administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of Cadwalader, Wickersham & Taft, special counsel to the
Agent, costs of appraisals and environmental reports and site inspections, (b)
to pay or reimburse each Lender and the Agent for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents,
including, without limitation, the fees and disbursements of counsel to each
Lender and of counsel to the Agent, (c) to pay, indemnify, and hold each Lender
and the Agent harmless from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender, the Agent and the Arranger harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents, or
the use of the proceeds of the Loans and any such other documents, including,
without limitation, any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Borrower, any of its Subsidiaries, or any of the Properties
(all the foregoing in this clause (d), collectively, the "indemnified
liabilities"), provided, that the Borrower shall have no obligation hereunder to
the Agent, Arranger or any Lender with respect to indemnified liabilities
arising from (i) the gross negligence or willful misconduct of the Agent,
Arranger or any such Lender or (ii) legal proceedings commenced against the
Agent, Arranger or any such Lender by any security holder or creditor thereof
arising out of and based upon rights afforded any such security holder or
creditor solely in its capacity as such. The agreements in this Section shall
survive repayment of the Loans and all other amounts payable hereunder.


                                      -71-
<PAGE>   77
                  9.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time
         sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Lender, any
         Commitment of such Lender or any other interest of such Lender
         hereunder and under the other Loan Documents. In the event of any such
         sale by a Lender of a participating interest to a Participant, such
         Lender's obligations under this Agreement to the other parties to this
         Agreement shall remain unchanged, such Lender shall remain solely
         responsible for the performance thereof, such Lender shall remain the
         holder of any such Loan for all purposes under this Agreement and the
         other Loan Documents, and the Borrower and the Agent shall continue to
         deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under this Agreement and the other Loan
         Documents. The Borrower agrees that if amounts outstanding under this
         Agreement are due or unpaid, or shall have been declared or shall have
         become due and payable upon the occurrence of an Event of Default, each
         Participant shall, to the maximum extent permitted by applicable law,
         be deemed to have the right of setoff in respect of its participating
         interest in amounts owing under this Agreement to the same extent as if
         the amount of its participating interest were owing directly to it as a
         Lender under this Agreement, provided that, in purchasing such
         participating interest, such Participant shall be deemed to have agreed
         to share with the Lenders the proceeds thereof as provided in Section
         9.7(a) as fully as if it were a Lender hereunder. The Borrower also
         agrees that each Participant shall be entitled to the benefits of
         Sections 2.16, 2.17 and 2.18 with respect to its participation in the
         Commitments and the Loans outstanding from time to time as if it was a
         Lender; provided that, in the case of Section 2.17, such Participant
         shall have complied with the requirements of said Section and provided,
         further, that no Participant shall be entitled to receive any greater
         amount pursuant to any such Section than the transferor Lender would
         have been entitled to receive in respect of the amount of the
         participation transferred by such transferor Lender to such Participant
         had no such transfer occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time and
         from time to time assign to any Lender or to an additional bank or
         financial institution or entity which is an Eligible Assignee or, with
         the consent of the Agent (in its sole discretion) and the Borrower
         (which consent of the Borrower shall not be unreasonably withheld,
         delayed or conditioned; provided, that it shall not be unreasonable for
         the Borrower to withhold consent to an additional bank, financial
         institution or entity that fails to execute and deliver a certificate
         in the form of Exhibit G hereto), to an additional bank or financial
         institution or entity which is not a Lender or an Eligible Assignee
         (such assignee Lender, Eligible Assignee or other financial institution
         or entity, an "Assignee") all or any part of its rights and obligations
         under this Agreement and the other Loan


                                      -72-
<PAGE>   78
         Documents pursuant to an Assignment and Acceptance, substantially in
         the form of Exhibit E, with appropriate completions (an "Assignment and
         Acceptance"), executed by such Assignee, such assigning Lender (and, in
         the case of an Assignee that is not then a Lender, by the Agent) and
         delivered to the Agent for its acceptance and recording in the
         Register, provided, that in the case of any such assignment to an
         additional bank or financial institution, the sum of the aggregate
         principal amount of the Loans and Available Commitment being assigned
         shall be at least $5,000,000 or, if less, all of the rights and
         obligations of the assigning Lender. Upon such execution, delivery,
         acceptance and recording, from and after the effective date determined
         pursuant to such Assignment and Acceptance, (x) the Assignee thereunder
         shall be a party hereto and, to the extent provided in such Assignment
         and Acceptance, have the rights and obligations of a Lender hereunder
         with Commitments as set forth therein, and (y) the assigning Lender
         thereunder shall, to the extent provided in such Assignment and
         Acceptance, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Acceptance covering all or the
         remaining portion of an assigning Lender's rights and obligations under
         this Agreement, such assigning Lender shall cease to be a party
         hereto). Notwithstanding any provision of this paragraph (c) and
         paragraph (e) of this Section, the consent of the Borrower shall not be
         required, and, unless requested by the Assignee and/or the assigning
         Lender, new Notes shall not be required to be executed and delivered by
         the Borrower, for any assignment which occurs at any time when any of
         the events described in Section 7(h) with respect to the Borrower shall
         have occurred and be continuing.

                  (d) The Agent, on behalf of the Borrower, shall maintain at
         the address of the Agent referred to in Section 9.2 a copy of each
         Assignment and Acceptance delivered to it and a register (the
         "Register") for the recordation of the names and addresses of the
         Lenders and the Commitments of, and principal amounts of the Loans
         owing to, each Lender from time to time. The entries in the Register
         shall be conclusive, in the absence of manifest error, and the
         Borrower, the Agent and the Lenders may (and, in the case of any Loan
         or other obligation hereunder not evidenced by a Note, shall) treat
         each Person whose name is recorded in the Register as the owner of a
         Loan or other obligation hereunder as the owner thereof for all
         purposes of this Agreement and the other Loan Documents,
         notwithstanding any notice to the contrary. Any assignment of any Loan
         or other obligation hereunder not evidenced by a Note shall be
         effective only upon appropriate entries with respect thereto being made
         in the Register. The Register shall be available for inspection by the
         Borrower or any Lender at any reasonable time and from time to time
         upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
         by an assigning Lender and an Assignee (and, in the case of an Assignee
         that is not then a Lender, by the Agent) together with payment to the
         Agent of a registration and processing fee of $3,500, the Agent shall
         (i) promptly accept such Assignment and Acceptance and (ii) on the
         effective date determined pursuant thereto record the information
         contained therein in the Register and give notice of such acceptance
         and recordation to the Lenders and the Borrower.


                                      -73-
<PAGE>   79
                  (f) The Borrower authorizes each Lender to disclose to any
         Participant or Assignee (each, a "Transferee") and any prospective
         Transferee, subject to the provisions of Section 9.15, any and all
         financial information in such Lender's possession concerning the
         Borrower and its Affiliates which has been delivered to such Lender by
         or on behalf of the Borrower pursuant to this Agreement or which has
         been delivered to such Lender by or on behalf of the Borrower in
         connection with such Lender's credit evaluation of the Borrower and its
         Affiliates prior to becoming a party to this Agreement.

                  (g) For avoidance of doubt, the parties to this Agreement
         acknowledge that the provisions of this Section concerning assignments
         of Loans and Notes relate only to absolute assignments and that such
         provisions do not prohibit assignments creating security interests,
         including, without limitation, any pledge or assignment by a Lender of
         any Loan or Note to any Federal Reserve Bank in accordance with
         applicable law.

                  (h) Notwithstanding anything to the contrary set forth in this
         Section 9.6, no assignment by NationsBank or its Affiliates under
         Section 9.6(c) shall be permitted unless, immediately after giving
         effect to such assignment, the Commitment and Loans of NationsBank and
         its Affiliates shall be not less than the lesser of (i) $10,000,000 and
         (ii) 21% of the aggregate Commitments and Loans of all of the Lenders.

                  9.7 Adjustments; Set-off. (a) If any Lender (a "benefited
Lender") shall at any time receive any payment of all or part of its Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 7(g), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans, or interest thereon, such benefited Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Borrower agrees that each Lender so
purchasing a portion of another Lender's Loan may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion.

                  (b) In addition to any rights and remedies of the Lenders
         provided by law, each Lender shall have the right, without prior notice
         to the Borrower, any such notice being expressly waived by the Borrower
         to the extent permitted by applicable law, upon any amount becoming due
         and payable by the Borrower hereunder (whether at the stated maturity,
         by acceleration or otherwise), but after compliance with any applicable
         notice provisions and after expiration of any applicable grace periods,
         to set-off and appropriate and apply against such amount any and all
         deposits (general or special, time or demand, provisional or final), in
         any currency, and any other credits, indebtedness


                                      -74-
<PAGE>   80
         or claims, in any currency, in each case whether direct or indirect,
         absolute or contingent, matured or unmatured, at any time held or owing
         by such Lender or any branch or agency thereof to or for the credit or
         the account of the Borrower. Each Lender agrees promptly to notify the
         Borrower and the Agent after any such set-off and application made by
         such Lender, provided that the failure to give such notice shall not
         affect the validity of such set-off and application.

                  9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission of signature pages hereto), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Borrower and the Agent.

                  9.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  9.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Agent and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.

                  9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  9.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of North Carolina in Mecklenburg County, the courts
         of the United States of America for the Western District of North
         Carolina, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially


                                      -75-
<PAGE>   81
         similar form of mail), postage prepaid, to the Borrower at its address
         set forth in Section 9.2 or at such other address of which the Agent
         shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

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

                  9.13 Acknowledgments. (a) The Borrower hereby acknowledges
that:

                  (i) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (ii) neither the Agent nor any Lender has any fiduciary
         relationship with or duty to the Borrower arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between the Borrower and the other Loan Parties, on
         one hand, and Agent and Lenders, on the other hand, in connection
         herewith or therewith is solely that of debtor and creditor; and

                  (iii) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Borrower and the
         Lenders.

                  (b) Each of the Lenders hereby expressly acknowledges and
         agrees to the provisions of Section 11 of the Limited Recourse
         Agreement.

                  9.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

                  9.15 Confidentiality. The Agent, the Arranger and each Lender
agrees to keep confidential all information provided to it by the Borrower or
any Loan Party pursuant to this Agreement, the other Loan Documents and/or the
Fee Letter; provided that nothing herein shall prevent any Lender from
disclosing any such information (i) to the Agent or any other Lender or any
Affiliate thereof as reasonably necessary in connection with its review,
analysis, and evaluation of the Loan Parties and the Properties, and the entry
into, administration, monitoring and enforcement of the Loan Documents, (ii) to
any Transferee which receives such information having been made aware of the
confidential nature thereof and having become a party to a confidentiality
agreement on terms substantially similar to this Section 9.15, (iii) to its
employees, directors, agents, attorneys, accountants and other professional
advisors as reasonably necessary in connection with its review, analysis, and
evaluation of the Loan


                                      -76-
<PAGE>   82
Parties and the Properties, and the entry into, administration, monitoring and
enforcement of the Loan Documents, (iv) upon the request or demand of any
examiner or other Governmental Authority having jurisdiction over such Lender,
(v) in response to any order of any court or other Governmental Authority or as
may otherwise be required pursuant to any Requirement of Law, (vi) which has
been publicly disclosed other than (to the knowledge of such Person) in breach
of this Agreement, or (vii) in connection with the exercise of any remedy
hereunder.

                  9.16 Recourse. Except as otherwise expressly provided in the
Limited Recourse Agreement or the other Loan Documents, the Agent and the
Lenders hereby agree that none of the Borrower's beneficiaries, the Investors
nor the Key Principals, nor any of their respective partners, officers,
employees or agents, shall have any liability (contractual or otherwise) in
respect of the Loans or any of the other Obligations and the Agent and the
Lenders shall not have recourse against the assets of any of the Borrower's
beneficiaries, the Investors, the Key Principals nor any of their respective
partners, officers, employees or agents in respect of the Loans or any of the
other Obligations.


                            [Signature Pages Follow]


                                      -77-
<PAGE>   83
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                        RCPI TRUST


                                        By:
                                            ------------------------------------
                                            Title:


                                        NATIONSBANK, N.A.,
                                        as Agent and as a Lender


                                        By:
                                            ------------------------------------
                                            Title:
<PAGE>   84
                                        BANKBOSTON, N.A.
                                        as Co-Agent and as a Lender


                                        By:
                                            ------------------------------------
                                            Title:
<PAGE>   85
INDEX OF SCHEDULES AND EXHIBITS

<TABLE>
<S>                                                                <C>
Schedule I: Lenders, Commitments and Lending Offices               Schedule following this Index

Schedule 1.1(a): Properties and Allocated Loan Amounts             Schedule following this Index

Schedule 1.1(b): Capital Expenditures Adjustments                  Intentionally omitted

Schedule 2.2: Scheduled Loan Repayments                            Schedule following this Index

Schedule 3.4(b): Permitting and Regulatory Matters                 Intentionally omitted

Schedule 3.6: Certain Litigation                                   Schedule following this Index

Schedule 3.8(a): Permitted Encumbrances                            Intentionally omitted

Schedule 3.8(c): Lease Defaults                                    Intentionally omitted

Schedule 3.8(d): Service Contracts                                 Intentionally omitted

Schedule 3.8(e): Tax Assessments                                   Intentionally omitted

Schedule 3.8(g): Amendments to Condominium                         Intentionally omitted

Schedule 3.8(h): Ground Lease Defaults                             Intentionally omitted

Schedule 3.8(i):  Tenant Improvement Obligations                   Intentionally omitted

Schedule 3.8(m): Leasing Brokerage Contracts                       Intentionally omitted

Schedule 3.14: Subsidiaries                                        Schedule following this Index

Schedule 3.20: Environmental Matters                               Intentionally omitted

Schedule 4.1(b): Scheduled Leases                                  Intentionally omitted

Schedule 6.1: Existing Indebtedness and Hedging Obligations        Schedule following this Index

Schedule 6.3: Existing Guarantee Obligations                       Schedule following this Index

Schedule 6.10:  Certain Affiliate Transactions                     Schedule following this Index

Exhibit A:  Form of Note                                           Intentionally omitted

Exhibit B:  Form of Tax Status Certificate                         Intentionally omitted

Exhibit C:  Form of Initial Borrowing Certificate                  Intentionally omitted

Exhibit D:  Form of Opinion of Sullivan & Cromwell                 Intentionally omitted

Exhibit E:  Form of Assignment and Acceptance                      Intentionally omitted

Exhibit F:  Form of Amendment to Existing Credit Agreement         Intentionally omitted

Exhibit G:  Form of Eligible Assignee Certificate                  Intentionally omitted
</TABLE>
<PAGE>   86
                                                                      SCHEDULE I



                    LENDERS, COMMITMENTS AND LENDING OFFICES



<TABLE>
<CAPTION>
          Lender, Lending Offices and Notice Addresses                    Commitment
          --------------------------------------------                    ----------
<S>                                                                      <C>
NationsBank, N.A.                                                        $23,500,000

Eurodollar Lending Offices:     901 Main Street
                                Dallas, Texas  75202
                                Attention: Ms. Carolyn Mason
                                Telephone: 214-508-9338
                                Telecopy: 214-508-1571

Base Rate Lending Office:       901 Main Street
                                Dallas, Texas  75202
                                Attention: Ms. Carolyn Mason
                                Telephone: 214-508-9338
                                Telecopy: 214-508-1571

Notice Address:                 901 Main Street
                                Dallas, Texas  75202
                                Attention: Ms. Carolyn Mason
                                Telephone: 214-508-9338
                                Telecopy: 214-508-1571


BANKBOSTON, N.A.                                                         $23,500,000

Eurodollar Lending Offices:     100 Federal Street
                                Boston, Massachusetts  02110
                                Attention: Tim Dwyer
                                Telephone: 617-434-1659
                                Telecopy: 617-___________

Base Rate Lending Office:       100 Federal Street
                                Boston, Massachusetts  02110
                                Attention: Tim Dwyer
                                Telephone: 617-434-1659
                                Telecopy: 617-___________

Notice Address:                 100 Federal Street
                                Boston, Massachusetts  02110
                                Attention: Tim Dwyer
                                Telephone: 617-434-1659
                                Telecopy: 617-___________


                                     TOTAL:                              $47,000,000
</TABLE>
<PAGE>   87
                                                                 SCHEDULE 1.1(a)



                      PROPERTIES AND ALLOCATED LOAN AMOUNTS



<TABLE>
<CAPTION>
                                     PARCEL                                               NATURE OF PROPERTY INTEREST
                                     ------                                               ---------------------------
<S>                                                                                       <C>
(1250 AVENUE OF THE AMERICAS - P/O PARCEL A-1) Block 1265 - Lots 1002, 1003,              fee
1005, 1007, 1058-1070, 1073, 1074, 1076, 1077, 1080, 1081, 1092 and 1093 and RGI
Unit Lot 1004

(1250 AVENUE OF THE AMERICAS - P/O PARCEL A-1) Block 1265 Lot 1054                        fee

(1250 AVENUE OF THE AMERICAS - P/O PARCEL A-1) Block 1265 - Lots 1023 and 1024            fee

(1250 AVENUE OF THE AMERICAS - P/O PARCEL A-1) Block 1265 - Lots 1028 and                 fee
1031-1049

(610 FIFTH AVENUE - PARCEL A-2) Block 1265 - Lot 50                                       leasehold

(NO ADDRESS - PARCEL A-3) Block 1265 - Lot 40                                             fee

(NO ADDRESS - PARCEL A-4) Block 1265 - Lot 8040                                           fee

1, 9 ROCKEFELLER PLAZA - P/O PARCEL C) Block 1264 - Part                                  fee
of Lot 5

(1220-1236 AVENUE OF THE AMERICAS - UNIDENTIFIED P/O PARCEL) Block 1264 -                 leasehold
Remainder of Lot 5

8, 12 WEST 49TH STREET - PARCELS E-1, E-2 AND E-3) Block 1264 - Part of Lot 30            fee

(P/O 600 FIFTH AVENUE - P/O PARCEL E-4) Block 1264 - Remainder Part of Lot 30             leasehold

(1258 AVENUE OF THE AMERICAS - PARCEL D) Block 1265 - Lot 71                              fee

(1260-1276 AVENUE OF THE AMERICAS - P/O PARCEL B) Block 1266 - Lot 1 (excluding           fee
Radio City Music Hall)
</TABLE>
<PAGE>   88
<TABLE>
<CAPTION>
            PROPERTY                                            ALLOCATED LOAN AMOUNT
            --------                                            ---------------------
<S>                                                             <C>
30 Rockefeller Plaza                                                 $11,300,000

International Building                                                 9,900,000

One Rockefeller Plaza                                                  4,200,000

600 Fifth Avenue                                                       2,400,000

10 Rockefeller Plaza                                                   3,300,000

1230 Avenue of the Americas                                            3,300,000

50 Rockefeller Plaza                                                   2,300,000

1270 Avenue of the Americas
  (excluding Radio City Music Hall)                                    3,200,000

French Building                                                        1,800,000

British Building                                                       1,700,000

Radio City Music Hall                                                  3,600,000

               TOTAL                                                 $47,000,000
</TABLE>
<PAGE>   89
                               Remaining Property

                  ALL of Parcel 1 (Block 1265, Lot 50) other than the following:

                  ALL that certain plot, piece or parcel of land, situate, lying
and being in the Borough of Manhattan, County of New York, City and State of New
York, bounded and described as
follows:

                  BEGINNING at the intersection
of the northerly side of West 49th Street and the
westerly side of 5th Avenue;

                  RUNNING THENCE along the westerly side of 5th Avenue 200 feet
10 inches to the intersection of the westerly side of 5th Avenue and the
southerly side of West 50th Street;

                  THENCE westerly along the southerly side of West 50th Street
315 feet 0 inches to the easterly side of Rockefeller Plaza;

                  THENCE southerly along the easterly side of Rockefeller Plaza
200 feet 10 inches to the northerly side of West 49th Street;

                  THENCE easterly along the northerly side of West 49th Street
315 feet 0 inches to the westerly side of 5th Avenue to the point or place of
BEGINNING.
<PAGE>   90
                                                                    SCHEDULE 2.2

                            SCHEDULED LOAN REPAYMENTS

                  The Loans shall be repaid in amounts (each, a "Scheduled
Payment Amount"), payable on each day listed below, equal to:

                  (i) the aggregate principal amount of Loans borrowed on or
         prior to the Termination Date, minus

                  (ii) the sum of the Maximum Allowable Loan Balance set forth
         below opposite such day plus the amount allocated to such Scheduled
         Payment Amount pursuant to Sections 2.10, 2.11 and 5.6 plus the
         aggregate principal amount of all Scheduled Payment Amounts for all
         dates prior to such day,

provided that if such difference is equal to or less than zero then the amount
of the Scheduled Payment Amounts for such quarter shall be zero, and provided,
further, that, notwithstanding anything set forth in this Schedule 2.2
otherwise, all remaining unpaid principal of the Loans shall be due on December
31, 2000:


<TABLE>
<CAPTION>
                                              MAXIMUM ALLOWABLE LOAN
             DATE                                    BALANCE
             ----                             ----------------------
<S>                                           <C>
      March 31, 1999                              $47,000,000

      June 30, 1999                               $47,000,000

      September 30, 1999                          $47,000,000

      December 31, 1999                           $42,000,000

      March 31, 2000                              $32,000,000

      May 16, 2000                                $0, or if the Maturity Date
                                                  shall have been extended
                                                  pursuant to Section 2.6,
                                                  $32,000,000

      June 30, 2000                               $22,000,000*

      September 30, 2000                          $12,000,000*
</TABLE>
<PAGE>   91
<TABLE>
<S>                                               <C>
      December 31, 2000                           $0*
</TABLE>

*Only if the Maturity Date shall have been extended pursuant to Section 2.6.
<PAGE>   92
                                  Schedule 3.6



In re Rockefeller Center Properties, Inc. Securities Litigation, Consolidated
C.A. No. 96-543 (RRM), United States District Court for the District of
Delaware.

Knight, et al. v. Rockefeller Center Properties, Inc. et al., 95 Civ. 4165 (WK),
United States District Court for the Southern District of New York.

Krim v. Rockefeller Center Properties, Inc. et al., 95 Civ. 3764 (WK), United
States District Court for the Southern District of New York.

In re Rockefeller Center Properties, Inc. Shareholders Litigation, Consol. C.A.
No. 14612, Delaware Court of Chancery.

Beizer et. al. v. Linneman et. al., C.A. No. 16413, Delaware Court of Chancery.

Siegal & Gale Inc. v. RCPI Trust et. al., Index No. 605682/98, Supreme Court of
the State of New York, New York County.

Inquiry by the Office of the Attorney General of the State of New York, Investor
Protection and Securities Bureau.

Informal inquiry by New York regional office of the United States Securities and
Exchange Commission (presently dormant).
<PAGE>   93
                                  Schedule 3.14



         RCP Associates, a New York Limited Partnership (the "Partnership")

             Interests in the Partnership are owned by:

             RCPI Trust, General Partner ........................ 45.00%

             Rock-Around-The-Block, Inc., Limited Partner ....... 55.00%

         The partnership owns the property described on Exhibit A, which is
subject to that certain unrecorded Amended and Restated Lease, dated July 17,
1996 by and between the Partnership, as landlord, and Rockefeller Center
Properties, a New York general partnership ("RCP"), as tenant, as assigned to
RCPI Trust by Assignment and Assumption of Ground Lease, dated July 17, 1996 by
and between RCP, as assignor, and RCPI Trust as assignee.
<PAGE>   94
SCHEDULE 6.1 - EXISTING INDEBTEDNESS


<TABLE>
<CAPTION>
                                                            PAY RATE
COUNTERPARTY                           NOTIONAL AMOUNT         CAP       MATURITY
------------                           ---------------      --------     --------
<S>                                    <C>                  <C>          <C>
Goldman Sachs Capital Markets L.P.     $55,000,000            7.69%      May 15, 1999
                                                              8.69%      May 16, 2000 or
                                                                         December 31, 2000 if
                                                                         NationsBank loan extended
</TABLE>
<PAGE>   95
SCHEDULE 6.3 - GUARANTEE OBLIGATIONS:



         NONE
<PAGE>   96
SCHEDULE 6.10 - TRANSACTION WITH AFFILIATES



     AFFILIATE                               TRANSACTION

     Tishman Speyer Properties, L.P.         Managing & Leasing Agent

     Goldman Sachs & Co.                     Investment Banking Agent

     Arcade Services                         Contract Cleaning Services

     Paramount Painting Company, LLC         Painting Services