EXHIBIT 4.6
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                                CREDIT AGREEMENT




                                      AMONG




                                   RCPI TRUST,
                                    BORROWER,




                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,




                                       AND




                           NATIONSBANK OF TEXAS, N.A.,
                                    AS AGENT




                            DATED AS OF MAY 16, 1997







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<PAGE>




<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS
                                                                                                            Page
<S>                                                                                                              <C>
SECTION 1. DEFINITIONS............................................................................................1

1.1  DEFINED TERMS................................................................................................1
1.2  OTHER DEFINITIONAL PROVISIONS...............................................................................20

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.......................................................................20

2.1  COMMITMENTS.................................................................................................20
2.2  NOTES.......................................................................................................20
2.3  PROCEDURE FOR BORROWING.....................................................................................21
2.4  UNUSED COMMITMENT FEE.......................................................................................21
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............................................................................25
2.13 INABILITY TO DETERMINE INTEREST RATE........................................................................26
2.14 PRO RATA TREATMENT AND PAYMENTS.............................................................................26
2.15 ILLEGALITY..................................................................................................27
2.16 REQUIREMENTS OF LAW.........................................................................................27
2.17 TAXES.......................................................................................................28
2.18 INDEMNITY...................................................................................................30
2.19 LENDING OFFICES; CHANGE OF LENDING OFFICE...................................................................31
2.20 CERTIFICATES, ETC...........................................................................................31

SECTION 3. REPRESENTATIONS AND WARRANTIES........................................................................32

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..................................................................................................34
3.8  OWNERSHIP OF PROPERTY; CONDITION OF TITLE; LEASES MAJOR SPACE LEASES AND MAJOR 
     RETAIL LEASES; LIENS; OTHER AGREEMENTS......................................................................34
3.9  INTELLECTUAL PROPERTY.......................................................................................36
3.10 TAXES.......................................................................................................36
3.11 FEDERAL REGULATIONS.........................................................................................37
3.12 ERISA.......................................................................................................37
3.13 INVESTMENT COMPANY ACT; OTHER REGULATIONS...................................................................37
3.14 SUBSIDIARIES................................................................................................37

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3.15 ACCURACY AND COMPLETENESS OF INFORMATION....................................................................38
3.16 LABOR RELATIONS.............................................................................................38
3.17 INSURANCE...................................................................................................38
3.18 SOLVENCY....................................................................................................38
3.19 PURPOSE OF LOANS............................................................................................39
3.20 ENVIRONMENTAL MATTERS.......................................................................................39
3.21 OBLIGATION TO CONVEY........................................................................................40
3.22 CERTAIN EXISTING INDEBTEDNESS...............................................................................40

SECTION 4. CONDITIONS PRECEDENT..................................................................................41

4.1  CONDITIONS TO INITIAL LOANS.................................................................................41
4.2  CONDITIONS TO EACH LOAN.....................................................................................44

SECTION 5. AFFIRMATIVE COVENANTS.................................................................................45

5.1  FINANCIAL STATEMENTS........................................................................................45
5.2  CERTIFICATES; OTHER INFORMATION.............................................................................46
5.3  PAYMENT OF OBLIGATIONS......................................................................................47
5.4  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE............................................................48
5.5  MAINTENANCE OF PROPERTY; INSURANCE..........................................................................48
5.6  DAMAGE, DESTRUCTION, CONDEMNATION...........................................................................50
5.7  INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS......................................................53
5.8  NOTICES.....................................................................................................53
5.9  ENVIRONMENTAL LAWS..........................................................................................54
5.10 PROPERTY MANAGER............................................................................................54
5.11 CONDOMINIUM DOCUMENTS; EXPENSE SHARING AGREEMENT............................................................54
5.12 ASBESTOS....................................................................................................55
5.13 ESTOPPEL CERTIFICATES.......................................................................................55

SECTION 6. NEGATIVE COVENANTS....................................................................................55

6.2  LIMITATION ON INDEBTEDNESS AND HEDGING OBLIGATIONS..........................................................55
6.2  LIMITATION ON LIENS.........................................................................................56
6.3  LIMITATION ON GUARANTEE OBLIGATIONS.........................................................................57
6.4  LIMITATION ON FUNDAMENTAL CHANGES...........................................................................57
6.5  LIMITATION ON SALE OF ASSETS................................................................................57
6.6  LIMITATION ON RESTRICTED PAYMENTS...........................................................................58
6.7  LIMITATION ON CAPITAL EXPENDITURES..........................................................................59
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..........................................................................61
6.16 LIMITATION ON SECURITIES ISSUANCES..........................................................................62


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<PAGE>

6.17 ASBESTOS....................................................................................................62
6.18 ALTERATIONS, MAINTENANCE, REPAIRS, WASTE....................................................................62
6.19 LIMITATIONS ON LEASING......................................................................................62

SECTION 7. EVENTS OF DEFAULT.....................................................................................62

SECTION 8. THE AGENT.............................................................................................66

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...........................................................................................68
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

SECTION 9. MISCELLANEOUS.........................................................................................70

9.1  AMENDMENTS AND WAIVERS......................................................................................70
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.........................................................................77
9.13 ACKNOWLEDGMENTS.............................................................................................77
9.14 WAIVERS OF JURY TRIAL.......................................................................................78
9.15 CONFIDENTIALITY.............................................................................................78
9.16 RECOURSE....................................................................................................78

</TABLE>



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


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<PAGE>

     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






















                                      -iv-



<PAGE>





          CREDIT  AGREEMENT,  dated as of May 16,  1997,  among  RCPI  TRUST,  a
Delaware business trust (the "Borrower"),  the lenders from time to time parties
to this Agreement (the  "Lenders")  and  NATIONSBANK OF TEXAS,  N.A., a national
banking association, as 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 RCPI,
RCPI Holdings, Inc., a Delaware corporation  ("Holdings"),  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.  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
$100,000,000,  the  proceeds  of  which  would  be  used  to  refinance  certain
indebtedness  of  the  Borrower,   to  pay  or  refinance   certain   settlement
obligations,  to finance  certain  capital  expenditures  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:

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

          "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.



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<PAGE>

          "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 of Texas, 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.

          "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  "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 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


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     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 below  opposite the
     applicable period set forth below:

                                  Eurodollar          Base Rate
           Period                   Loans               Loans
           -----------------    ---------------     --------------

           Initial Term             1.75%               0.50%

           Extension Term           2.125%              0.875%

          "Arranger":  NationsBanc  Capital  Markets,  Inc., as the arranger 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.

          "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 



                                      -3-
<PAGE>

     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  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

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<PAGE>

     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.

          "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 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


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<PAGE>


          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  scheduled to be paid during such
     period (determined without giving effect to any optional prepayments of the
     Loans  pursuant to Section 2.10 or optional  reductions of the  Commitments
     pursuant to Section  2.5 made at any time),  (ii) all  interest  accrued or
     payable  on the  Loans  during  such  period  (after  giving  effect to any
     principal  payments  made on account  of the 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 


                                      -6-
<PAGE>


     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.

          "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,
     and (g) the report of Landmark Elevator  Consultants as edited by Merritt &
     Harris,  Inc.,  dated  September 2, 1995, in each case addressed to Tishman
     with respect to the Properties.

          "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


                                      -7-
<PAGE>

     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%):

                               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.



                                      -8-
<PAGE>

          "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.

          "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 the date  hereof,
     between  the  Borrower  and  NationsBank,  as  the  same  may  be  amended,
     supplemented or otherwise modified from time to time.

          "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 

                                      -9-
<PAGE>

     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 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  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


                                      -10-
<PAGE>

     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.

          "GSMC":   Goldman  Sachs   Mortgage   Company,   a  New  York  limited
     partnership.

          "GSMC  Loan":   the  loan,  in  the  original   principal   amount  of
     $10,000,000,  owing by the  Borrower  to GSMC  pursuant  to the  GSMC  Loan
     Agreement and the other GSMC Loan Documents.

          "GSMC Loan  Agreement":  the Amended and Restated Loan Agreement among
     the Borrower,  the lenders parties thereto and GSMC, as agent,  dated as of
     July 17, 1996.

          "GSMC Loan  Documents":  the "Loan  Documents"  as defined in the GSMC
     Loan Agreement.

          "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 guaranteeing person may be
     liable  are not  stated or  determinable,  in which case the 


                                      -11-
<PAGE>


     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":  RCPI Holdings,  Inc., a Delaware corporation,  including,
     upon the  merger of RCPI  with and into RCPI  Holdings,  Inc.,  a  Delaware
     corporation, the surviving corporation of such merger.

          "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   Intercreditor  and  Subordination
     Agreement  to be  executed  and  delivered  by the Agent,  on behalf of the
     Lenders,  the holder(s) of the 14% Debentures,  Whitehall and the Borrower,
     in form as agreed among the Borrower,  Whitehall,  the holder(s) of the 14%
     Debentures  and the  Agent,  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>

               (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;  Derrycroft  Enterprises,   Inc.,  a  Delaware
     corporation;  FIMA  Finance  Management  Inc.,  a  British  Virgin  Islands
     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 S.A., 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>

          "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": RCPI Investors LLC, a Delaware limited liability company.

          "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>

          "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":  the  Agreement  and Plan of Merger,  dated as of
     November 7, 1995, as amended, among RCPI, Holdings, RCPI Merger and certain
     investors party thereto.

          "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 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).



                                      -15-
<PAGE>

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

          "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>

     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": Rockefeller Center Properties, Inc., a Delaware corporation.

          "RCPI Merger": RCPI Merger, Inc., a Delaware corporation.

          "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 May
     14, 1997  showing in tabular  form the base and  additional  rent under all
     Leases for the month prior to the Closing Date.




                                      -17-
<PAGE>

          "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 .13, .14, .16, .18, .19 or .20 of PBGC Reg. Sec.
     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>

     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 the Closing Date for any one tenant.

          "Termination Date": June 30, 1998.

          "Test Period":  any period of four consecutive  fiscal quarters of the
     Borrower ended during 1998 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.

          "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 


                                      -19-
<PAGE>

     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 19, 1997,  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 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  




                                      -20-
<PAGE>

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).  Each
borrowing  under  the  Commitments  shall  be in an  amount  equal  to at  least
$1,000,000,  provided that the initial  borrowing under the Commitments shall be
in an amount not less than  $55,000,000.  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 Unused Commitment Fee. The Borrower agrees to pay to the Agent for
the  account of each  Lender an unused  commitment  fee for the period  from and
including  the  first  day of  the  Commitment  Period  to  the  earlier  of the
Termination  Date and the first day on which the aggregate  principal  amount of
all Loans  borrowed from and after the Closing Date exceeds 75% of the aggregate
Commitments as in effect on the Closing Date,  computed at the rate of 0.25% per
annum on the average  daily amount of the  Available  Commitment  of such Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December and on the Termination Date
or such  earlier date as the  Commitments  shall  terminate as provided  herein,
commencing June 30, 1997.



                                      -21-
<PAGE>

          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.

          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 72.5%;

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

          (f) 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

          (g) 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.



                                      -22-
<PAGE>

          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.

          (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 




                                      -23-
<PAGE>

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 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 (x) if such Release is made pursuant to Section  6.5(a)(i),  the
Release Price of such Property (or portion thereof),  and (y) if such Release is
made pursuant to Section 6.5(a)(ii), the portion of the Net Proceeds of the sale
of such Property (or portion thereof) specified in Section 6.5(a)(ii);  and (ii)
upon the sale or other disposition of the Air Rights,  the Borrower shall prepay
the Loans in an amount equal to 10% of the Net Proceeds of such sale.

          (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 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),  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>

          (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 first quarter of 1998), the 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 14% Debenture  Quarterly  Amount for the 14%
Debenture  Interest  Payment  Date  next  occurring  after  the last day of such
quarter (any such prepayment  pursuant to this Section 2.11(e),  an "Accelerated
Amortization Payment").

Such  calculations of 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 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 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 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.



                                      -25-
<PAGE>

          (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 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 




                                      -26-
<PAGE>

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);

          (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 




                                      -27-
<PAGE>

     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 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  




                                      -28-
<PAGE>

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;

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 




                                      -29-
<PAGE>

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.

          (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




                                      -30-
<PAGE>

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

          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:



                                      -31-
<PAGE>

          3.1 Financial  Condition.  (a) The balance sheet of the Borrower as at
December 31, 1996 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, 1996 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, 1996.

          (b) The pro forma  balance sheet of the Borrower as at March 31, 1997,
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 $55,000,000,  (ii) the application of the proceeds of the Loans to (A)
the repayment in full of all principal,  interest and other amounts owing on the
GSMC Loan, (B) the  distribution of $44,100,000 by the Borrower to the Investors
and  (iii)  the  payment  of all  fees and  expenses  related  to the  foregoing
transactions, 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,  1997,  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,  1996  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, 1996 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 or otherwise  acquired for value by
the  Borrower,   any  Investor  or  any  of  their   respective   Affiliates  or
Subsidiaries.  



                                      -32-
<PAGE>

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



                                      -33-
<PAGE>

          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.

          (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 and the Property  Management  Agreement) which require payments by the
Borrower in excess of




                                      -34-
<PAGE>

$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 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  


                                      -35-
<PAGE>

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 G or  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 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 



                                      -36-
<PAGE>

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  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 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  



                                      -37-
<PAGE>

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  $55,000,000,  the
application  of the  proceeds  of such  Loans  to the  repayment  in full of all
principal,  interest  and  other  amounts  owing  on  the  GSMC  Loan,  and  the
distribution  of $44,107,504 by the Borrower to RCPI and the LLC, (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.  Subject to Section 6.6(a), the proceeds of the
Loans  shall  be used by the  Borrower  only  for the  repayment  in full of all
principal,  interest and other amounts owing on the GSMC Loan, the  distribution
permitted  under  Section  6.6(a),  the payment of property  tax  expenses,  the
payment of interest on the 14%  Debentures in  accordance  with the terms hereof
and of the  Intercreditor  Agreement,  the payment of the purchase  price of any
Zeros repurchased by the Borrower in accordance with the terms hereof,




                                      -38-
<PAGE>

the funding of tenant work  allowances and leasing  commissions  incurred before
and  after  the  Closing  Date,  the  funding  of  capital  expenditures  on the
Properties  identified  as necessary on the  Engineer's  Report,  the funding of
other  capital  improvements  on the  Properties  incurred  before  or after the
Closing  Date to the extent  permitted  hereunder,  and for the general  working
capital  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   or  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.



                                      -39-
<PAGE>

          (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 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 $410,000,000. 

          (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).


          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,



                                      -40-
<PAGE>

               (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 the 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 GSMC
     Loan Documents, 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) Concurrent Transactions.  All amounts owing to GSMC under the GSMC
     Loan Documents shall have been, or shall be concurrently with the making of
     the  initial  Loans,  repaid  in full,  and the GSMC  Loan  Document  shall
     terminate  and be of no further  force and effect upon such  repayment,  in
     each case pursuant to such payout letters and other  documents as the Agent
     may require,  each of which shall be inform and substance  satisfactory  to
     the Agent.

          (d) Initial Capitalization. The Agent shall have received (i) evidence
     satisfactory  to it that the  Investors  shall  have made  initial  capital
     investments  in the  Borrower  in an  aggregate  amount  of not  less  than
     $344,107,504,  and (ii) a certificate  of the Borrower  certifying  that no
     distributions   have  been   made  of  the   Investors'   initial   capital
     contributions prior to the making of the initial Loans on the Closing Date.

          (e) 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.

          (f) Proceedings of the Borrower.  The Agent shall have received a copy
     of the resolutions, in form and substance satisfactory to the Agent, of the
     Board of Trustees 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 



                                      -41-
<PAGE>

     and  substance   satisfactory  to  the  Agent  and  shall  state  that  the
     resolutions thereby certified have not been amended,  modified,  revoked or
     rescinded.

          (g) 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.

          (h)  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.

          (i) 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.

          (j) 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.

          (k) 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.

          (l) Fees. The Agent shall have received the fees to be received on the
     Closing Date referred to in the Fee Letter.



                                      -42-
<PAGE>

          (m) 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 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.

          (n) 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.

          (o) 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. 

          (p) 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 Debt to Value Ratio
     (determined  on a pro forma basis  assuming  the  borrowing of Loans in the
     full amount of the  Commitments,  the  application  of the  proceeds of the
     Loans  to the  payments  contemplated  in the Pro  Forma  Balance  Sheet as
     specified in Section 3.1(b), an aggregate  outstanding  principal amount of
     14% Debentures  equal to $75,000,000  and an aggregate  accreted  principal
     amount of Zeros equal to approximately $410,000,000) as of the date of such
     appraisal of not greater than 65%.

          (q)  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.

          (r) 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, from
     the Closing Date through  June 29,  1997,  $55,000,000,  from June 30, 1997
     through August 30, 1997, $75,000,000, from August 31, 1997 through November
     29, 1997,  $85,000,000 and thereafter,  the Maximum  Allowable Loan Balance
     set forth in Schedule 2.2,  (a)(i) fixing for the first two years following
     the Closing Date, the Eurodollar  Base Rate at not more than 2.0% above the
     Eurodollar  Rate as in effect on the Closing Date,  and (ii) fixing for the
     third year following the Closing Date, the Eurodollar Base Rate at not more
     than 3.0% above the Eurodollar Rate as in effect on the Closing Date or (b)
     containing


                                      -43-
<PAGE>

     such  terms as may be  agreed  to by the  Borrower  and the  Agent  and are
     standard and customary for transactions of this kind.

          (s)  Estoppel  Certificates.  The Agent shall have  received  estoppel
     certificates,  in form and substance  satisfactory to the Agent,  from each
     tenant under the Scheduled  Leases,  except (i) with respect to any of such
     Leases which do not by their terms require the tenant thereunder to provide
     estoppel  certificates,  and (ii) with  respect to any of such Leases as to
     which the Borrower shall not, after using commercially  reasonable efforts,
     have been successful in obtaining such estoppel certificates.

          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).




                                      -44-
<PAGE>

          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:

          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);

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;



                                      -45-
<PAGE>

          (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 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  5.3(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  

                                      -46-
<PAGE>

Borrower  as being  true and  correct  based  upon  the  best  information  then
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  permitted pursuant to
Section 6.4;  comply with all Contractual  Obligations  and  Requirements 



                                      -47-
<PAGE>

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 





                                      -48-
<PAGE>

                       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.

          (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 



                                      -49-
<PAGE>

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 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 Net
Proceeds of any insurance  award  thereto,  or (y) apply the Net Proceeds of any
insurance award 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 prepayment of the
Loans, provided,  however, that the Borrower shall be required to apply such Net
Proceeds 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;  or (ii) if no Event of
Default has occurred and is continuing and



                                      -50-
<PAGE>

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 such Net Proceeds 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 such
Net Proceeds 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 prepayment
of the Loans,  provided,  however,  that the Borrower shall be required to apply
such Net Proceeds 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 Net  Proceeds  of any award
thereto,  or (y) apply the Net Proceeds of any award received by the Borrower 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 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  prepayment  of the Loans,
provided,  however,  that the  Borrower  shall  be  required  to apply  such Net
Proceeds 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


                                      -51-
<PAGE>

received) in connection  with such  condemnation or similar event is $50,000,000
or greater, then the Borrower shall cause such Net Proceeds 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 such Net Proceeds
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 such Net Proceeds 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  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   



                                      -52-
<PAGE>

     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  Charal  Investment  Co. v.  Rockefeller,  et al., U.S.  District
     Court,  District  of  Delaware,  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
     Charal 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 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 commercial 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 




                                      -53-
<PAGE>

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 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.



                                      -54-
<PAGE>

          5.13  Estoppel  Certificates.  For a period of 120 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.

          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, directly or indirectly:

          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 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(r);

          (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; and

          (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.



                                      -55-
<PAGE>

          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;

          (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; and

          (g) 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  



                                      -56-
<PAGE>

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 either:

               (i) (A) 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),  (B) no Default  under  Section  7(a) or Event of Default has
          occurred  and  is  continuing  or  would  result  therefrom,  and  (C)
          concurrently  with such  Release the  Borrower  prepays  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 and Zeros, the Debt
          to Value Ratio shall be equal to or less than 65%, or

               (ii) (A) such  Property  (or  portion  thereof) is sold for a net
          sale  price  not less than the  minimum  net sale  price  (or  ratable
          portion thereof,  in the case of a Release of a portion of a Property)
          for such Property  specified on Schedule 1.1(a), (B) not less than 30%
          of the Net Proceeds from the sale of such Property or portion  thereof
          is  paid  to the  Agent  in  cash  for  the  benefit  of  the  Lenders
          concurrently  with such  Release,  such  amount of Net  Proceeds to be
          applied  as  a  prepayment  of  the  Loans  and  a  reduction  of  the
          Commitments  pursuant to Section 2.11(a), (C) no Default under Section
          7(a) or Event of  Default  has  occurred  and is  continuing  or would
          result therefrom,  and (D) concurrently with such Release the Borrower
          prepays 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 and Zeros,  the Debt to Value Ratio shall be equal
          to or less than  72.5%,  provided,  that in the  event  that the Loans
          outstanding  immediately prior to the prepayment  required pursuant to
          subclause (B) of this Section 6.5(a)(ii) would be paid in full and the
          Commitments would be terminated as a result of such prepayment,  then,
          so long as the Loans are so repaid in full and the  Commitments are so
          terminated,  the Borrower  shall not be required to make  prepayments,
          redemptions or repurchases  pursuant to this Section  6.5(a)(ii) in an
          aggregate  amount in excess of the amount  required to repay the Loans
          in full;

          (b) the sale or other  disposition  of obsolete  or worn out  property
     (other than any Property) in the ordinary course of business; 




                                      -57-
<PAGE>

          (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) prior to December 31, 1997, the Borrower may distribute up to
     $44,107,504 to RCPI and the LLC, for further  ultimate  distribution to the
     Investors,  provided  that no such  distributions  shall be  permitted  if,
     either  before or after  giving  effect to such  distribution,  any Default
     under Section 7(a) or any Event of Default is or will be continuing;

               (b) at any time after  December 31,  1997,  the Borrower may make
     additional  distributions  to RCPI (or,  after the  merger of RCPI with and
     into Holdings, Holdings) and the LLC, so long as:

               (i) the 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

               (c) the  Borrower may make  distributions  of Net Proceeds of any
     Release  provided  that (i) the  Borrower  shall have made all  prepayments
     required to be 



                                      -58-
<PAGE>

     made  pursuant to Section  2.11 in respect of such  Release,  and (ii) 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.

          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 the  Borrower's  fiscal year
ended December 31, 1997,  $36,240,000,  and during any subsequent 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, 1997             $14,000,000
                 December 31, 1998             $34,000,000
                 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,  except  that the  Borrower  may  repurchase  Zeros and may repay
Indebtedness and Hedging  Obligations  




                                      -59-
<PAGE>

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 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,  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,  and (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),  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.



                                      -60-
<PAGE>

          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,  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  



                                      -61-
<PAGE>

     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,  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  or any  "Event of  Default"  as  defined  in the Zeros
     Indenture  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  




                                      -62-
<PAGE>

     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 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  




                                      -63-
<PAGE>

     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 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  (or,  after the  merger of RCPI with and into  Holdings,
     Holdings) and the LLC shall cease to own,  beneficially and of record, 100%
     of the equity  ownership  of the  Borrower,  or (ii) prior to the merger of
     RCPI with and into Holdings,  Holdings shall cease to own, beneficially and
     of record,  100% of the common  equity  ownership of RCPI,  or (iii) one or
     more of the Investors,  and/or one or more other wholly-owned  Subsidiaries
     of any Key Principals,  taken as a whole, cease to own, beneficially and of
     record,  100% of the common  equity  ownership  of Holdings  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 Holdings 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 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) Whitehall shall at any time prior to May 16, 1998 fail to maintain
     an economic  interest in the 14% Debentures  such that if 14% Debentures in
     an aggregate  principal  amount of $75,000,000 are not repaid in full, then
     Whitehall  would be subject to the same risk of loss,  and would suffer the
     economic  effect of such  nonpayment,  to the same  extent as if  Whitehall
     owned the 14% Debentures directly; or



                                      -64-
<PAGE>

          (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,
     Holdings 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 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,  the LLC or Holdings in the Charal  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.




                                      -65-
<PAGE>

          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 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 




                                      -66-
<PAGE>

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, 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




                                      -67-
<PAGE>

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 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.

          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





                                      -68-
<PAGE>

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 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


                                      -69-
<PAGE>

                        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

                        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 of Texas, 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
                        201 South College Street, Suite 1510
                        Charlotte, North Carolina 28211



                                      -70-
<PAGE>

                        Attention:  Steven N. Cohen, 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.  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 the Agent or Arranger),
to an  aggregate  amount  not to exceed  the  lesser of  $10,000  per Lender and
$50,000) 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,  (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




                                      -71-
<PAGE>

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 or any such Lender or (ii) legal  proceedings  commenced
against the Agent 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.

          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.



                                      -72-
<PAGE>

          (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),  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 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  $10,000,000  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(g) 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.



                                      -73-
<PAGE>

          (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.

          (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 under Section 9.6(c) shall be permitted  unless,  immediately
after giving effect to such assignment,  NationsBank of Texas, N.A.'s Commitment
and Loans shall be not less than 20% 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  



                                      -74-
<PAGE>

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 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;



                                      -75-
<PAGE>

          (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  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  and  each  Lender  agrees  to keep
confidential  all  information  provided to it by the Borrower or any Loan Party
pursuant to this  Agreement;  



                                      -76-
<PAGE>

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
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>


          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 OF TEXAS, N.A.,
                                     as Agent and as a Lender


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























                        Credit Agreement: Signature Page


<PAGE>

                                                                      SCHEDULE I




                    LENDERS, COMMITMENTS AND LENDING OFFICES






<TABLE>
<CAPTION>

           Lender, Lending Offices and Notice Addresses                               Commitment
<S>                                                                               <C>
NATIONSBANK OF TEXAS, N.A.                                                        $100,000,000

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

                               TOTAL:                                                       $100,000,000

</TABLE>




<PAGE>



                                                                 SCHEDULE 1.1(a)




         PROPERTIES, ALLOCATED LOAN AMOUNTS AND MINIMUM NET SALE PRICES



<TABLE>
<CAPTION>

                 PARCEL                                                              Nature of Property Interest

<S>                                                                                  <C>
(1250 Avenue of the Americas - P/O Parcel A-1) Block 1265 - Lots 1002,               fee
1003, 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               fee
and 1024

(1250  AVENUE OF THE AMERICAS - P/O PARCEL A-1) Block 1265 - Lots 1028               fee
and 1031-104

(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 of Lot 5               fee

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

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

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

(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               fee
(excluding Radio City Music Hall)
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

                PROPERTY                          ALLOCATED LOAN AMOUNT          MINIMUM NET SALES PRICE

<S>                                                  <C>                         <C>

30 Rockefeller Plaza                                 $28,900,000                 $260,100,000

International Building                               $18,100,000                 $162,900,000

One Rockefeller Plaza                                $6,800,000                  $61,200,000

600 Fifth Avenue                                     $5,000,000                  $45,000,000

10 Rockefeller Plaza                                 $5,400,000                  $48,600,000

1230 Avenue of the Americas                          $10,200,000                 $91,800,000

50 Rockefeller Plaza                                 $7,400,000                  $66,600,000

1270 Avenue of the Americas (excluding               $3,500,000                  $31,500,000
Radio City Music Hall

French Building                                      $3,000,000                  $27,000,000

British Building                                     $3,700,000                  $33,300,000

Radio City Music Hall                                $8,000,000                  $72,000,000

                                   TOTAL             $100,000,000                $900,000,000

</TABLE>



<PAGE>


                               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>



                                                                 Schedule 1.1(b)


                        CAPITAL EXPENDITURES ADJUSTMENTS



              BUILDING                                                Percentage

30 Rockefeller Plaza (Condominium Buildings)
         RCPI Trust Units                                             22.9504%
         NBC Units                                                          0%

610 Fifth Avenue                                                       2.1754%

620 Fifth Avenue                                                       2.1096%

10 Rockefeller Plaza                                                   5.6365%

1 Rockefeller Plaza                                                    9.6536%

630 Fifth Avenue                                                      21.1761%

50 Rockefeller Plaza                                                   8.0619%

1230 Avenue of the Americas                                           12.2724%

600 Fifth Avenue                                                       7.4047%

1270 Avenue of the Americas                                            8.1930%

Rockefeller Plaza (Sunken Plaza)                                       0.3664%

Subway Mezzanine                                                            0%

1258 Avenue of the Americas                                                 0%

1240 Avenue of the Americas                                                 0%

Radio City Music Hall                                                       0%

Auction Premises                                                            0%

Garage                                                                      0%

                            TOTAL:                                        100%




<PAGE>


                                                                    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:


                                          MAXIMUM BALANCE
              DATE                        ALLOWABLE LOAN 
                                             BALANCE


June 30, 1997                             $100,000,000

September 30, 1997                        $100,000,000

December 31, 1997                         $100,000,000

March 31, 1998                            $95,000,000

June 30, 1998                             $90,000,000

September 30, 1998                        $85,000,000

December 31, 1998                         $80,000,000

March 31, 1999                            $73,750,000

June 30, 1999                             $67,500,000

September 30, 1999                        $61,250,000





<PAGE>




December 31, 1999                         $55,000,000

March 31, 2000                            $45,000,000

May 16, 2000                              $0,    or   if   the
                                          Maturity  Date shall
                                          have  been  extended
                                          pursuant  to Section
                                          2.6, $45,000,000

June 30, 2000                             $35,000,000*

September 30, 2000                        $25,000,000*

December 31, 2000                         $0*



*Only if the Maturity Date shall have been extended pursuant to Section 2.6.







<PAGE>



                                                                       EXHIBIT B

                             TAX STATUS CERTIFICATE




          Reference is hereby made to the Credit Agreement,  dated as of May 16,
1997, among RCPI Trust, a Delaware  business trust, the lenders parties thereto,
and NationsBank of Texas, N.A., as agent (as amended, restated,  supplemented or
otherwise modified from time to time, the "Credit  Agreement").  Pursuant to the
provisions of Section  2.17(b)(i)(B)  of the Credit  Agreement,  the undersigned
hereby  certifies  that it is not a "bank" as such term is  defined  in  Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.




                                     [NAME OF LENDER]




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


Date:             , 19
     -------------