Common use of W I T N E S S E T H WHEREAS Clause in Contracts

W I T N E S S E T H WHEREAS. the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may participate in Incremental Loans under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto; NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, provide a commitment with respect to Incremental Loans of $[__________]. Attached hereto as Annex I is the form of Incremental Loan Amendment agreed to by the parties hereto which Incremental Loan Amendment shall become effective on or prior to _________, 20__. As of the effective date of the Incremental Loan Amendment, the undersigned Augmenting Lender shall (automatically, and without further action by any party) become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto. 2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received or has been accorded the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative 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 decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (f) is not an Ineligible Institution. 3. The undersigned’s address for notices for the purposes of the Credit Agreement is as follows: [___________] 4. The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof. 5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. [remainder of this page intentionally left blank]

W I T N E S S E T H WHEREAS. the Credit respective Boards of Directors of the Company, Buyer and Reckson have each approved this Agreement provides in Section 2.20 thereof that any bankand the merger of the Company with and into Buyer (with Buyer being the surviving entity) (the "Merger"), financial institution or other entity may participate in Incremental Loans under upon the Credit Agreement terms and subject to the approval conditions set forth herein, and in accordance with the Maryland General Corporation Law (the "MGCL") and the Delaware Limited Liability Company Act (the "DLLCA"), whereby each issued and outstanding share of common stock, par value $.01 per share, of the Borrower and Company (the Administrative Agent"Company Common Stock") (other than shares owned directly or indirectly by Buyer, Reckson OP, Reckson, any wholly owned Subsidiary (as defined in Section 3.5(a) hereof) of Buyer, Reckson or Reckson OP or by executing and delivering the Company or any wholly owned Subsidiary of the Company immediately prior to the Borrower Effective Time (as defined in Section 1.1(b) hereof)), will, upon the terms and the Administrative Agent a supplement subject to the Credit Agreement conditions and limitations set forth herein, (A) at the election of the holders thereof either (x) be converted into either (1) .5725 of a share of class B exchangeable common stock, par value $.01 per share, of Reckson, having substantially the terms and designations set forth in substantially the form of this Supplement; articles supplementary attached hereto as Exhibit A (the "Class B Stock") and WHEREAS$7.2565 principal amount of 7% senior unsecured notes due 2009 of Reckson OP (the "Notes"), guaranteed by Reckson (such guarantees, the undersigned Augmenting Lender was not an original party "Guarantees"; unless the context requires otherwise, references herein to the Credit Agreement but now desires to become a party thereto; NOW, THEREFORE, each of "Notes" shall include the parties hereto hereby agrees as follows: 1. The undersigned Augmenting Lender agrees to be bound Guarantees) issued under and governed by an indenture substantially in the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, provide a commitment with respect to Incremental Loans of $[__________]. Attached form attached hereto as Annex I is Exhibit B-1 (the form of Incremental Loan Amendment agreed to by the parties hereto which Incremental Loan Amendment shall become effective on or prior to _________, 20__. As of the effective date of the Incremental Loan Amendment, the undersigned Augmenting Lender shall (automatically, "Indenture") and without further action by any party) become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto. 2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received or has been accorded the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative 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 decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required resolutions and officer's certificate, each in the form attached as Exhibit B-2 (collectively, the "Resolution") to be performed adopted by it the Board of Directors of Reckson, if the Share Issuance Approval (as a Lender and (fdefined in Section 4.22 hereof) is not an Ineligible Institution. 3. The undersigned’s address for notices for obtained, or (2) .8364 of a share of Class B Stock if the purposes of Share Issuance Approval is obtained or (y) be converted into the Credit Agreement is as follows: [___________] 4. The Borrower hereby represents right to receive $23 in cash payable to the holder thereof, without interest, in each case subject to the proration provisions set forth herein and warrants that no Default or Event of Default (B) if the Share Issuance Approval has not been obtained and there has occurred and is continuing on and as an Adverse Recommendation Event(as defined hereafter), in addition to the consideration set forth in (x)(1) or (y) above, be converted into an additional $.8046 principal amount of the date hereofNotes. 5. Terms defined in the Credit Agreement shall have their defined meanings when As used herein. 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed an "Adverse Recommendation Event" shall be deemed to be have occurred if the Board of Directors of Reckson withdraws or amends or modifies in any material respect (or publicly announces an original and all intention to withdraw or amend or modify in any material respect) its approval or recommendation of which taken together shall constitute one and the same document. [remainder of this page intentionally left blank]Share Issuance;

W I T N E S S E T H WHEREAS. the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may [extend Revolving Commitments] [and] [participate in tranches of Incremental Loans Term Loans] under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto; NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, provide a commitment with respect to Incremental Loans of $[__________]. Attached hereto as Annex I is the form of Incremental Loan Amendment agreed to by the parties hereto which Incremental Loan Amendment shall become effective on or prior to _________, 20__. As of the effective date of the Incremental Loan Amendment, the undersigned Augmenting Lender shall (automatically, and without further action by any party) a)] become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Revolving Commitment of $[__________]] [and] [commitment with respect to Incremental Term Loans of $[__________] and (b) make such amount of Incremental Term Loans available pursuant to Section 2.20 of the Credit Agreement]. 2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received or has been accorded the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative 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 decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (f) is not an Ineligible InstitutionLender. 3. The undersigned’s address for notices for the purposes of the Credit Agreement is as follows: [___________] 4. The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof. 5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. [remainder of this page intentionally left blank]

W I T N E S S E T H WHEREAS. Executive and Interpublic are parties to an Executive Special Benefit Agreement made as of January 1, 1990 (hereinafter referred to as the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may participate in Incremental Loans under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement"ESBA"); and WHEREAS, the undersigned Augmenting Lender was not an original party Corporation and Executive desire to amend the Credit Agreement but now desires to become a party theretoESBA; NOW, THEREFORE, each in consideration of the mutual promises herein set forth, the parties hereto hereby agrees hereto, intending to be legally bound, agree as follows: 1. The undersigned Augmenting Lender agrees to be bound by the provisions Section 1.02 of the Credit ESBA is hereby amended to read in its entirety as follows: 1.02. "The Corporation shall provide Executive with the following benefits contingent upon Executive's compliance with all the terms and conditions of this Agreement and agrees that it shall, Executive's satisfactory completion of a physical examination in connection with an insurance policy on the date life of this Supplement, provide a commitment with respect Executive which Interpublic or its assignee (other than Executive) proposes to Incremental Loans of $[__________]obtain and own. Attached hereto as Annex I is Effective at the form of Incremental Loan Amendment agreed to by the parties hereto which Incremental Loan Amendment shall become effective on or prior to _________, 20__. As end of the effective date Accrual Term, Executive's annual compensation will be increased by $20,000 if Executive is in the employ of the Incremental Loan Amendment, the undersigned Augmenting Lender shall (automatically, and without further action by any party) become a Lender for all purposes Corporation at that time." 2. Section 1.10 of the Credit Agreement ESBA is hereby amended so as to add "or its assignee (other than Executive)" after "Interpublic" in the same extent as if originally a party thereto. 2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received or has been accorded the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 first line thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative 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 decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (f) is not an Ineligible Institution. 3. The undersigned’s address for notices for the purposes Section 4.01 of the Credit Agreement ESBA is hereby amended to read in its entirety as follows: [___________] "This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Interpublic. Neither this Agreement nor any rights hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge by Executive, and any such attempted action by Executive shall be void. This Agreement may not be changed orally, nor may this Agreement be amended to increase the amount of any benefits that are payable pursuant to this Agreement or to accelerate the payment of any such benefits." 4. The Borrower hereby represents Article V and warrants that no Default or Event of Default has occurred and is continuing on and as Section 5.01 of the date hereofESBA are hereby amended by renumbering them as new Article VI and new Section 6.01, respectively. 5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 6. This Supplement shall be governed by, New Article V and construed in accordance with, the laws a new Section 5.01 of the State of New York. 7. This Supplement may be executed ESBA are hereby added to read in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. [remainder of this page intentionally left blank]their entirety as follows: "ARTICLE V

W I T N E S S E T H WHEREAS. the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may participate in Incremental extend Loans under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto; NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, provide a commitment with respect to Incremental Loans of $[__________]. Attached hereto as Annex I is the form of Incremental Loan Amendment agreed to by the parties hereto which Incremental Loan Amendment shall become effective on or prior to _________, 20__. As of the effective date of the Incremental Loan Amendment, the undersigned Augmenting Lender shall (automatically, and without further action by any party) become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Loan of $[__________]. 2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received or has been accorded the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative 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 decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (f) is not an Ineligible InstitutionLender. 3. The undersigned’s address for notices for the purposes of the Credit Agreement is as follows: [___________] [___________] [___________] 4. The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof. 5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. [remainder of this page intentionally left blank].