ROCKEFELLER CENTER PROPERTIES INC, 8-K, 1994-02-22

ROCKEFELLER CENTER PROPERTIES INC
8-K, 1994-02-22
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 1994

ROCKEFELLER CENTER PROPERTIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 1-8971 13-3280472
- --------------- ---------------- -------------------
(State or other (Commission File (IRS Employer
jurisdiction) Number) Identification No.)

1270 Avenue of the Americas, New York, N.Y. 10020
--------------------------------------------------------
(Address of Principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 698-1440

<PAGE>

Item 5. OTHER EVENTS.

A. On February 16, 1994, Rockefeller Center Properties, Inc. (the
"Company") received the appraisal dated February 15, 1994 of Douglas Elliman
Appraisal and Consulting Division ("Douglas Elliman") which has been retained by
the Company in recent years to provide an annual appraisal of the property (the
"Property") which constitutes the principal security for the Company's $1.3
billion convertible participating mortgage loan (the "Loan") to the two
partnerships (the "Borrowers") which own the Property. This appraisal assigns a
value of $1.150 billion to the Property as of December 31, 1993, a decrease of
$50 million from the value attributed to the Property by Douglas Elliman in its
appraisal last year of the Property as of December 31, 1992.

Appraisals are only estimates of value and should not be relied
upon as a measure of realizable value, for the current market value of a
property is not indicative of the value such property may have at any time in
the future. Future value will depend on a variety of factors, including the
economic success of the property, the impact of inflation on property values,
local competitive conditions, prevailing interest rates and general economic
circumstances.

The Property will be appraised annually by an independent
appraisal firm and the results will be furnished to the Company's stockholders.

B. On February 17, 1994 Richard A. Voell, the President and Chief
Executive Officer of Rockefeller Group, Inc. ("RGI") which is a general partner
in the Borrowers resigned from the Company's Board and, as of that date the
remaining Directors have elected William F. Murdoch, Jr., formerly President and
Chief Executive Officer, and currently a Trustee, of HRE Properties and a past
Chairman of the National Association of Real Estate Investment Trusts, to
replace Mr. Voell on the Board for the remainder of Mr. Voell's term which
expires at the 1994 Annual Meeting of Stockholders of the Company.

In connection with Mr. Voell's resignation the Company and RGI
have executed and delivered an agreement pursuant to which RGI has relinquished
its right to nominate 40% of the Company's Board until the Company's Annual
Meeting of Stockholders in 1997 at which time such right will be reinstated at
the level of 20% increasing to 40% at the Company's Annual Meeting in 1998 and
thereafter. The Company's Board now consists entirely of persons unaffiliated
with RGI.

<PAGE>

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(10.33) Letter Agreement dated February 17, 1994 between the Company
and RGI concerning temporary relinquishment by RGI of its
right to nominate 40% of the Company's Board of Directors.

(28.10) Report of Douglas Elliman Appraisal and Consulting Division
as of December 31, 1993.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.

ROCKEFELLER CENTER PROPERTIES, INC.
-----------------------------------
(Registrant)

By_________________________________
Name: Richard M. Scarlata
Title: Senior Vice President
Finance & Administration

Dated: February 22, 1994

<PAGE>

February 17, 1994

Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
New York, New York 10020

Attention: Mr. Richard Scarlata
Senior Vice President

Letter Agreement dated September 12, 1985
among Rockefeller Group, Inc.,
Radio City Music Hall Productions, Inc.,
Rockefeller Center Properties, Inc. and
Goldman, Sachs & Co. and Shearson, Lehman Brothers Inc.
as Representatives of Underwriters
- --------------------------------------------------------------------------------

Dear Mr. Scarlata

We refer to the captioned Letter Agreement (the "Letter Agreement") and in
particular to clause (i) of Part 6(a) thereof (a copy of which is attached
hereto) and confirm to you our agreements as follows:

1. Effective upon the resignation of Richard A. Voell from the Board of
Directors (the "Board") of Rockefeller Center Properties, Inc.
("RCPI") but subject to the provisions of Section 2 hereof,
Rockefeller Group, Inc. ("RGI") waives its rights under clause (i) of
Part 6(a) of the Letter Agreement and agrees that Peter D. Linneman
should no longer be considered an RGI designee on the Board.

2. From and after the date of RCPI's Annual Meeting of Stockholders in
1997 RGI shall once again have all of the rights granted by clause (i)
of Part 6(a) of the Letter Agreement except that the figure of 40%
therein shall, during the period between such date and the date of
RCPI's Annual Meeting of

- --------------------------------------------------------------------------------

<PAGE>

Stockholders in 1998, be deemed to be 20%. It is understood and agreed
by RCPI that in order to effectuate the intent of the preceding
sentence RCPI will engage in timely and appropriate consultation with
RGI prior to the nomination of the Directors to be elected at RCPI's
1997 and 1998 Annual Stockholders' Meetings.

Please confirm the agreement of RCPI to the foregoing by signing and
returning to us the enclosed copy of this letter.

Very truly yours,

Rockefeller Group, Inc.

By: /s/ Gwen A. Rowden
----------------------
Gwen A. Rowden
Vice President

Agreed:

Rockefeller Center Properties, Inc.

By: /s/ Richard Scarlata
---------------------------
Richard Scarlata
Senior Vice President

<PAGE>

- 15 -

percentage interest, proposed to be sold, and (iii) the price and other terms
and conditions upon which such sale is proposed to be made. Upon receipt of the
Sale Notice, the Company shall have 30 days from the receipt thereof in which to
exercise its right to purchase such interest or such rights or options with
respect to such interest at the same price and on the same terms and conditions
at which RGI, RCMHP or Associates, as the case may be, intends to make such
sale. If the Company shall deliver to RGI, RCMHP or Associates, as the case may
be, a notice within such 30 day period indicating that the Company will exercise
its right to purchase such interest or such rights or options with respect to
such interest, then the Company shall purchase such interest or such rights or
options with respect to such interest at the price and on the terms and
conditions set forth in the Sale Notice. If the Company shall deliver to RGI,
RCMHP or Associates, as the case may be, a notice indicating that the Company
will not exercise its right to purchase such interest or such rights or options
with respect to such interest, or such 30 day period shall have expired without
the Company having given notice, RGI, RCMHP or Associates, as the case may be,
shall be free to sell such interest or such rights or options with respect to
such interest at a price equal to or greater than the price set forth in the
Sale Notice within one year after the date such 30 day period shall have
expired.

(c) The Company acknowledges that no provision of this Part 5 shall
prevent either of RGI, RCMHP or Associates from freely pledging or hypothecating
any or all of its interests in the Borrowers or from effecting the
reconstitution of the Borrowers into a single partnership in accordance with
Article X of the Loan Agreement at any time prior to the Conversion Date.

(d) All notices delivered pursuant to this Part 5 shall be certified by a
vice president or other appropriate officer of the party giving such notice.

(e) The parties hereto agree that the operation of and the agreements set
forth in this Part 5 shall terminate on the Conversion Date.

Part 6. CORPORATE GOVERNANCE AND PURPOSE.

(a) The Company hereby covenants and agrees with RGI that, so long as the
Company shall hold an interest in the Loan or any of the Loan Documents or the
Purchase

<PAGE>

- 16 -

Option Agreement, or the right to purchase the Equity Interest, or shall hold a
partnership interest in the Partnership, (i) the Company shall, in connection
with any election of directors of the Company by its stockholders or appointment
of such directors to fill newly created directorships or vacancies on the board
of directors, nominate or appoint as directors such Persons designated by RGI or
its successor as managing partner of the Borrowers or the Partnership, as the
case may be, as may be necessary in order that a minority of the Company's board
of directors consisting of not less than 40% thereof shall at all times consist
of such designees, and the Company shall not propose nominees in opposition to
the nominations proposed by RGI or such successor; and (ii) the Company shall
not propose amendments with respect to the final paragraph in each of Article
Third, Article Fourth, Article Fifth, Article Sixth, Article Eighth and Article
Ninth of its Certificate of Incorporation concerning the 80% shareholder voting
requirement for altering, amending, adopting any provision inconsistent with or
repealing any provision of said Articles, without the consent of RGI or such
successor.

(b) The Company hereby covenants and agrees with RGI that the Company
shall not directly or indirectly (a) engage in any business or activity other
than the carrying out of the transactions contemplated by the Loan Documents,
the Purchase Option Agreement, the Prospectus and the Offering Circular; (b) by
affirmative act create, incur, assume, guaranty, agree to purchase or repurchase
or provide funds in respect of any indebtedness, liability or obligations other
than indebtedness contemplated by the Loan Documents, the Purchase Option
Agreement, the Prospectus and the Offering Circular; or (c) purchase or agree to
purchase any property or asset other than those assets contemplated by the Loan
Documents, the Purchase Option Agreement, the Prospectus and the Offering
Circular.

(c) The Company and RGI each agree that, in view of the uniqueness of the
Loan and the investment in the Property and the single purpose nature of the
Company, RGI and each of the Borrowers will be irreparably damaged and will not
have an adequate remedy at law in the event that the provisions of this Part 6
have not been performed in accordance with their terms, and therefor agree that
RGI and such successor shall be entitled to injunctive relief, including
specific enforcement, to enforce the provisions of this Part 6,
in addition to any other remedy to which either RGI,

<PAGE>

APPRAISAL OF REAL PROPERTY

THE ASSETS OF ROCKEFELLER CENTER PROPERTIES
AND RCP ASSOCIATES
THAT CONSTITUTE THE REAL PROPERTY
COLLATERAL HELD BY
ROCKEFELLER CENTER PROPERTIES, INC.

AS OF

DECEMBER 31, 1993

prepared for:

ROCKEFELLER CENTER PROPERTIES INC.
1270 AVENUE OF THE AMERICAS
NEW YORK, NY 10020

prepared by:

DOUGLAS ELLIMAN APPRAISAL AND CONSULTING DIVISION
60 EAST 56TH STREET
NEW YORK, NEW YORK 10022
(212) 891-7444
<PAGE>

TABLE OF CONTENTS

PAGE
----
TRANSMITTAL LETTER

PURPOSE OF APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PROPERTY RIGHTS APPRAISED. . . . . . . . . . . . . . . . . . . . . . . . . 1

LEGAL DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DEFINITION OF MARKET VALUE . . . . . . . . . . . . . . . . . . . . . . . . 2

HIGHEST AND BEST USE . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SITE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

PROPERTY DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

LOCATION MAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

LOCATION ANALYSIS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ZONING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ASSESSED VALUATION AND REAL ESTATE TAXES . . . . . . . . . . . . . . . . . 18

REGIONAL DEMOGRAPHICS . . . . . . . . . . . . . . . . . . . . . . . . . . 22

MIDTOWN MANHATTAN OFFICE MARKET OVERVIEW . . . . . . . . . . . . . . . . . 30

MIDTOWN MANHATTAN RETAIL MARKET OVERVIEW . . . . . . . . . . . . . . . . . 38

VALUATION PREMISE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SALES COMPARISON APPROACH. . . . . . . . . . . . . . . . . . . . . . . . . 43

INCOME CAPITALIZATION APPROACH . . . . . . . . . . . . . . . . . . . . . . 55

CORRELATION AND FINAL VALUE ESTIMATE . . . . . . . . . . . . . . . . . . . 86

ADDENDUM

NBC AGREEMENT FOR EXTENDED AND EXPANDED OCCUPANCY OF SPACE
CERTIFICATE OF VALUE
LIMITING AND CONTINGENT CONDITIONS
<PAGE>

[DOUGLAS ELLIMAN LETTERHEAD]

February 15, 1994

Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
24th Floor
New York, NY 10020

Gentlemen:

Pursuant to your request, this report provides our estimate of value as of
December 31, 1993 for the assets of Rockefeller Center Properties and RCP
Associates (the Partnerships), that constitute the real property collateral held
by Rockefeller Center Properties, Inc. (hereinafter referred to as Rockefeller
Center) as security for its $1.3 billion participating mortgage loan.

Rockefeller Center Properties, Inc. (RCPI) made a participating convertible
mortgage loan in the face amount of $1.3 billion to the Partnerships. The loan
is secured by, among other assets, the real property interests owned by the
Partnerships in the land and buildings known as Rockefeller Center.

This report serves as an update of our previous appraisal report which
provided a value for the subject property as of December 31, 1992. We
understand this report will be filed with the Securities and Exchange Commission
and will be available publicly as a result. We also understand that this report
will be made available to shareholders upon request.

Rockefeller Center, which occupies the major portion of the area bounded by
Avenue of the Americas (Sixth Avenue), Fifth Avenue, and 48th to 51st Streets,
is improved with the following structures:

<PAGE>

Height Gross Rentable
Year Building in Area(1) Area(1)
Address Name Built Number Stories (Sq.Ft.) (Sq.Ft.)
- ------- ---- ----- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
30 Rockefeller Plaza GE/GE West 1933 1/9 69 2,724,055 2,025,968
610 Fifth Avenue La Maison Francaise 1933 2 9 135,447 104,813
620 Fifth Avenue British Empire 1933 3 9 135,526 102,673
1 Rockefeller Plaza ---- 1937 5 35 547,654 471,523
630 Fifth Avenue International 1935 6 39 1,270,928 1,030,229
50 Rockefeller Plaza Associated Press 1938 7 15 513,110 400,277
1230 Ave. of the Americas Paramount Publishing 1940/55 8/14 21 713,664 600,470
30 Rockefeller Plaza NBC Studio 1933 99 10 (2) 384,592
1270 Ave. of the Americas ---- 1932 10 31 460,911 388,826
10 Rockefeller Plaza ---- 1939 11 17 398,199 291,519
600 Fifth Avenue ---- 1950 17 30 373,877 355,296
1260 Ave. of Americas Radio City Music Hall 1932 18 10 (3) (3)
Miscellaneous Retail (4) N/A 28,591
--------- ---------

Total 7,300,371 6,184,777

<FN>

Notes:
- -----

(1) Includes office, retail & storage.
(2) Included within the gross area for the GE Building.
(3) 6,200 seats. Income & expenses for Music Hall not reflected in this report.
(4) Includes Sunken Plaza, Subway concourse, Hurley's & Lindy's Restaurants.

</TABLE>

This report is based upon a complete review of the financial information
provided to us as well as a physical inspection of the premises. In addition,
in the preparation of this report we:

1. Studied existing conditions and anticipated future trends for the
Midtown Manhattan office market, focusing particular attention on
quality buildings.

2. Analyzed recent transactions involving the sale of large quality
office buildings for the purpose of comparison with the property under
review.

3. Reviewed summaries of new leases as provided by Management which were
concluded since our 1992 report.

<PAGE>

4. Considered the three approved methods in the valuation of real estate,
namely the Cost, Sales Comparison and Income Approaches. Primary
emphasis was given to the Income Approach as this is the methodology
most often employed by purchasers of this type of property.

We conducted a 15-year discounted cash flow analysis which assumed a sale
of the property in the year following the estimated holding period. The rates
of return utilized in this analysis were, in our opinion, reflective of
prevailing requirements among potential investors for real property of "trophy"
quality within major U.S. urban centers.

The Rockefeller Center complex is measured on the basis of the 1968 Real
Estate Board of New York Standard, with loss factors in the order of 10% to 13%.
A remeasurement of the complex in accordance with current industry norms was
completed in 1992. Current measurement standards typically provide for a 25%
add-on to usable area and a 20% loss factor. While the exact increase in
measured area varies by building, in general, we have been advised by Management
that the remeasurement has increased the expression of overall rentable area at
the Center by approximately 19%.

New leases have been written on the basis of the remeasured square footage
while renewal leases continue to reflect the 1968 measurements. The Center's
recent leasing experience has not supported the assumption that the
remeasurement would result in an overall increase in rental income. As a
result, for the purposes of this analysis we have taken a conservative approach
and assumed that the face rent for new and renewal leases is roughly equivalent
on a standardized per square foot basis.

In connection with this appraisal assignment we were taken on a tour of the
premises, focusing particular attention on the on-going capital improvement
program. The inspection revealed a level of maintenance far beyond that of a
conventional Manhattan office building. The Global Control Center, which
centralizes the control and maintenance of all mechanical systems including
elevators, is unique in New York City to Rockefeller Center. The restoration
and renovation work being done throughout the complex is of the highest quality.
The owners are maintaining Rockefeller Center as a "trophy" property. Further
evidence of Rockefeller Center's ageless appeal is provided by the recent
agreement with Kidder, Peabody Group, which will move its corporate headquarters
to the General Electric Building at 30 Rockefeller Plaza in 1995. Via an
agreement with the local government, Kidder, Peabody Group's 3,000 person

<PAGE>

operations will remain in New York City in return for $31,000,000 in tax
incentives.

The Center's extensive capital improvement program is evident of
Management's long range approach. Both the cosmetic and mechanical improvements
support value enhancement of the complex over the long term. In our opinion,
these expenditures are sound investments and will help to insure that the
Rockefeller Center buildings remain competitive among quality buildings well
into the future.

As a result of Management's strong commitment to the property, as well as
its premier Midtown location, office space at Rockefeller Center continues to
rival Manhattan's newer commercial developments. This is evidenced by the
Center's current occupancy rate which is approximately 94%. In contrast, recent
surveys indicate that the overall vacancy rate for prime Midtown office
buildings as a whole is about 15%.

In 1994 Rockefeller Center has leases expiring which account for almost 2.9
million square feet of space. Negotiations for renewal have been conducted with
many of these tenants, particularly the largest ones. To-date, renewals have
been or are close to being concluded with tenants comprising almost 1.7 million
square feet.

It is also important to note Management's 1988 agreement with the National
Broadcasting Company (NBC) for the extension and expansion of its facilities at
Rockefeller Center. The agreement assures NBC's lease commitment for almost 20%
of the Center's total net rentable area through September, 2022. In addition,
NBC has a call upon some 387,000 square feet of contiguous space. The option on
109,000 square feet of this space has already been exercised, and we assume the
option on the balance of the space will be exercised. NBC also has another
option for 523,000 square feet of contiguous space but because of possession
problems and conflicting options held by other tenants, we do not assume this
second option will be exercised. NBC's option to purchase its leased space in
the Studio and GE West Buildings has been terminated since our last report in
order to accommodate some of the Center's large space users. However, the
expansion and extension agreements, along with the monies spent by NBC to
improve its space (as discussed below) virtually assure that this prestigious
and financially sound corporation will remain as an "anchor" in the Rockefeller
Center complex.

NBC has also begun construction of a new 9,353 square foot state-of-the-art
broadcast studio in 10 Rockefeller Plaza at the corner of 49th Street.
Completion of the new studio, in which the Today Show and NOW will be filmed, is
planned for the fall of 1994. This extraordinary landmark production facility
will have its windows literally open to the streets of

<PAGE>

New York. At a cost of $13 million to NBC (with an additional $1.1 million in
landlord's contribution), this further indicates NBC's commitment to Rockefeller
Center.

In light of the aforementioned, we are of the opinion that the fair market
value of Rockefeller Center as of December 31, 1993, is:

ONE BILLION ONE HUNDRED FIFTY MILLION DOLLARS

($1,150,000,000)

which is equivalent to approximately +- $186 per square foot, based on a
total rentable area of 6,184,777 square feet.

The report that follows this letter of transmittal contains data and
graphics in support of our valuation estimate. Particular focus is upon those
market factors which caused us to modify assumptions since our previous report
which in turn impact our opinion of the property's market value.

This report is subject to all the Limiting and Contingent Conditions
attached hereto and made part thereof. We certify that to the best of our
knowledge and beliefs the statements contained herein are true and correct. The
reported analyses, opinions and conclusions are our personal unbiased
professional analyses, opinions and conclusions. This report has been prepared
in conformity with the requirements of the Code of Professional Ethics and
Standards of Professional Practice of the Appraisal Institute. The use of this
report is subject to the requirements of the Appraisal Institute relating to
review by its duly authorized representatives. We have no present or
contemplated future interest in the property and our compensation is not
contingent on any action or event resulting from the conclusions in, or the use
of, this report.

The Appraisal Institute conducts a voluntary program of continuing
education for its designated members. MAI's and RM's who meet the minimum
standards of this program are awarded periodic educational certification. We
are certified under this program.

As of the date of this report, Abram Barkan has completed the requirements
under the continuing education program of the Appraisal Institute. New York
State conducts a licensing

<PAGE>

program for qualified appraisers under the auspices of the Department of State
Division of Licensing Services. Randi Mellman has completed this licensing
program and is a duly Certified General Appraiser (#46000008387), as is Abram
Barkan (#46000020763).

We trust this report will serve your purpose and that you will call upon us
if there are any items in the report which require further clarification.

Respectfully submitted,

/s/ Abram Barkan

Abram Barkan, MAI
Chairman

/s/ Randi Mellman

Randi Mellman, MAI
Managing Director
<PAGE>

PURPOSE OF THE APPRAISAL

The purpose of this appraisal is to arrive at an opinion of the market
value of the subject property based upon a personal inspection of the site and
giving full consideration to all factors which bear on or affect value, as of
the date of the report, giving due regard to zoning, utility, location, and the
present and potential use of the property being appraised. We understand that
our report may be made available to the stockholders of Rockefeller Center
Properties, Inc.

PROPERTY RIGHTS APPRAISED

When all or part of a property is leased to others, the owner of the
property holds a leased fee interest in the property. The market value of the
subject property is being estimated as a leased fee interest. Leased Fee
Interest is defined by the Appraisal Institute as:

"An ownership interest held by a landlord with the right of use and
occupancy conveyed by lease to others; the rights of the lessor or leased
fee owner and leased fee are specified by contract terms contained within
the lease."

The market value of the subject premises is also being estimated as a
leasehold interest, subject to existing ground leases and the New York City
Industrial Development Agency (IDA) overlease.

LEGAL DESCRIPTION

The real property assessor's tax block and lot designation is typically
used in place of a standard metes and bounds legal description for identifying
properties in New York City. The subject property has been designated by the
New York City Bureau of Real Property Assessment as Section 5; Block 1264, Lots
5 and 30; Block 1265, Lots 1 (1) and 71; Block 1266, Lot 1 (exclusive of Radio
City Music Hall).

- --------------------
(1) In order to accomplish the NBC transactions, the three buildings known as
the GE Building, the Studio Building and the GE West Building have been
converted to condominium ownership. As part of this process, new tax lots
with separate assessed values have been established for these buildings.
For the purposes of this report, however, we are reflecting these separate
lots as a group in Block 1265, Lot 1.

<PAGE>

DEFINITION OF MARKET VALUE

The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice (USPAP) of the Appraisal Institute, is as
follows:

"The most probable price which a property should bring in a
competitive and open market under all conditions requisite to a fair
sale, the buyer and seller, each acting prudently and knowledgeably,
and assuming the price is not affected by undue stimulus."

Implicit in this definition is the consummation of a sale as of a specified
date and the passing of title from seller to buyer under conditions whereby:

1. Buyer and seller are typically motivated;

2. Both parties are well informed or well advised, and each is acting in
what they consider their own best interest;

3. A reasonable time is allowed for exposure in the open market;

4. Payment is made in terms of cash in U.S. dollars or in terms of
financial arrangements comparable thereto; and

5. The price represents a normal consideration for the property sold,
unaffected by special or creative financing or sales concessions
granted by anyone associated with the sale.

<PAGE>

HIGHEST AND BEST USE

Highest and best use is a twofold concept. There is a distinction between
the highest and best use of the land and of the property. The highest and best
use of the land is defined to be that use of the land which may be reasonably
expected to produce the greatest net return to the land over a given period of
time and further, that use, from among reasonable, probable and legal
alternative uses, found to be physically possible, appropriately supported, and
financially feasible which results in the highest land value.

An analysis as to the highest and best use of the land should be made first
and may be influenced by many factors, some of which are:

1. Availability of land for a particular use in terms of existing zoning
regulations, deed restrictions, lease encumbrances, or any other
legally binding codes, restrictions, regulations or interests;

2. The physical availability of the site for a particular use; and

3. The market influences of supply and demand and the economies of
increasing and decreasing returns.

After determining the highest and best use of the land, an analysis and
opinion of the highest and best use of the property should be made. The highest
and best use of the property is defined as the most profitable likely use to
which a property can be put. The opinion of such use may be based on the
highest and most profitable continuous use for which the property is suited or
adaptable, or likely to be in demand in the near future.

It is important to recognize the possibility that the highest and best use
of the land may differ from the highest and best use of the property. This
could occur where a site has existing improvements and the highest and best use
of the land differs from the property's existing use. Nevertheless, the current
use will continue until the value of the land under its highest and best use,
less demolition costs of the existing improvements, exceeds the total value of
the property in its present use.

Based on an analysis of the subject site, location, zoning and surrounding
land use patterns, we believe that the highest and best use of the land is for
commercial purposes. Based on the nature of the improvements and the extent to
which they influence the site, the highest and best use of the property is as
improved with the existing mixed-use office/retail complex.

3
<PAGE>

ROCKEFELLER CENTER MAP
<PAGE>

PROPERTY DESCRIPTION

SITE:

The original portion of Rockefeller Center occupies most of the area
bounded by Fifth Avenue and Avenue of the Americas, 48th and 51st Streets (See
Site Plan). The total land area is 538,080 square feet or approximately
12.4 acres. This area includes all of the land within the three square blocks
defined above, with the exception of a 16,000 square foot parcel at the
southwest corner of Fifth Avenue and 49th Street which is excluded from
Rockefeller Center and a 20,167 square foot parcel located at the northwest
corner of Fifth Avenue and 48th Street which is subject to a ground lease from
the Dutch Reformed Church. The Center also leases a small portion of the
concourse level leading to the subway platforms from the New York City Transit
Authority.

With the exception of the above mentioned 16,000 square foot parcel, street
frontage is uninterrupted along the four boundaries. Street frontage averages
870 feet per block on the side streets, while avenue frontage approximates
200 feet per block.

The land area, allocated by building is detailed below:

Building Plot Area (sq. ft.)
- -------- -------------------
GE Building, NBC Studio, GE West 109,450
La Maison Francaise, Sunken Plaza
British Empire Building 63,260
One Rockefeller Plaza 20,590
International Building 63,260
Associated Press Building 37,650
Paramount Publishing Building 47,720
1270 Avenue of the Americas 71,790*
Ten Rockefeller Plaza 61,730
600 Fifth Avenue 26,510
Private Street 36,120
-------

TOTAL: 538,080 sq. ft.
12.4 acres

SOURCE: Rockefeller Center Management Corporation

NOTE: *Includes land area of Radio City Music Hall.

<PAGE>

IMPROVEMENTS:

The portion of Rockefeller Center which we have appraised includes twelve
buildings which were constructed from 1932 to 1955. They contain a total gross
building area of just over 7,300,000 square feet and a rentable area of almost
6,200,000 square feet. Since our last report, there have been some minor
changes in the rentable area measurements.

The original Center was designed by the architectural firms of Reinhard &
Hofmeister, Corbett, Harrison & MacMurray and Hood, Godley & Fouilhoux. The
post World War II buildings, namely 600 Fifth Avenue and the Paramount
Publishing addition, were designed to complement the existing architectural
style.

A summary of the buildings included in this report is provided below:

<FN>

Notes:
- -----

</TABLE>

Detailed descriptions of the individual buildings were provided in our
December, 1986 report, which we completed under the company name of James Felt
realty Services.

In connection with this assignment we conducted a physical inspection of
the premises

<PAGE>

on October 18, 1993. The main purpose of the inspection was to observe the
progress of the massive capital improvement program which was instituted in
1985. As of 12/31/93, approximately $302 million of the planned capital
improvement program, which is now expected to total more than $345 million, has
been invested in the Complex.

The improvements we observed were both mechanical and cosmetic. One of the
most impressive of the Center's capital improvements is the Global Control
Center which centralizes the control and maintenance of all mechanical systems
including elevators. This high technology control center is unique in New York
City to Rockefeller Center and enables the Center's Management to anticipate and
prevent many potential problems as well as correct malfunctions which do occur
in a timely fashion. The repair and restoration work being done on the
buildings' exteriors reflect Management's focus on the long term. The roof
replacement and art restoration work we observed went far beyond ordinary
repairs. These improvements were being performed with the utmost care, using
only high quality techniques and materials. Rockefeller Center's Architecture,
Planning and Construction Department has approached the restoration of the
Center's art work in much the same way as a curator of a museum. Acting as
conservators for the buildings and the artworks, the Department has begun to
catalogue all the Center's art work and prepare a master plan for its
maintenance and restoration where necessary. We are of the opinion that
expenditures on these projects are sound investments and will help to insure
that the Rockefeller Center buildings remain competitive well into the future.

As previously mentioned, the National Broadcasting Company, Inc. (NBC)
signed a new lease in 1988 for the extension and expansion of the space NBC
occupies in the GE Building, the Studio Building and the GE West Building. As
part of its long term commitment to Rockefeller Center, NBC has begun, at its
own expense (except for a contribution by the landlord of up to $8,000,000 for
improvements the landlord had otherwise intended to undertake itself as part of
the landlord's capital improvement program), a substantial renovation of its
studio and office space. NBC has also begun construction of a new 9,353 square
foot state-of-the-art broadcast studio in 10 Rockefeller Plaza at the corner of
49th Street. Completion of the new studio, in which the Today Show and NOW will
be filmed, is planned for the fall of 1994. This extraordinary landmark
production facility will have its windows literally open to the streets of New
York. At a cost of $13 million to NBC (with an additional $1.1 million in
landlord's contribution), this further indicates NBC's commitment to Rockefeller
Center.

The balance of Rockefeller Center, which is not necessarily owned by
Rockefeller Group, Inc. and was not included in this report, consists of the
Warner Communications Building (1947), Time & Life Building (1959), 1251 Avenue
of the Americas (1971), McGraw-Hill Building (1972) and 1211 Avenue of the
Americas (1973).

<PAGE>

In addition to the aforementioned, the Center includes a number of
specialized improvements, namely:

1. The Sunken Plaza that features an ice skating rink in winter months
and an outdoor cafe in summer.

2. Channel Gardens which are periodically redesigned to reflect the
changing seasons.

3. Interconnecting Below-Grade Retail Concourse.

4. Subsurface Freight Delivery System.

Other notable features of the complex include five rooftop gardens, a five
level parking garage with a 725 car capacity, the Rainbow Room and Sea Grill
Restaurants, and an extensive art and sculpture collection. Radio City Music
Hall and the NBC Television Studios provide a variety of entertainment
alternatives.

In April, 1985 the New York City Landmarks Preservation Commission granted
landmark status to the original portion of Rockefeller Center. The exterior of
the buildings and part of the interior of 30 Rockefeller Plaza, Radio City Music
Hall and the International Building were landmarked. As a result, even minor
changes to the buildings' exteriors and certain interior areas are subject to
the review and approval by the Landmarks Commission.

Overall, we continue to be of the opinion that the buildings and grounds of
Rockefeller Center are in excellent condition due to the Center's intensive
management, repair/restoration program and day to day level of maintenance.

8
<PAGE>

LOCATION MAP
<PAGE>

LOCATION ANALYSIS

Rockefeller Center occupies most of the area between Fifth Avenue and
Avenue of the Americas, from 48th to 51st Street. The Center is located in the
"heart" of Midtown Manhattan which is defined by 42nd and 60th Street to the
south and north, and Third and Seventh Avenue to the east and west. Midtown
Manhattan is known for its array of prestigious office buildings, retail
establishments, hotels and restaurants, and is considered one of the prime
office and retail locations in the world.

Due to the real estate recession and credit crunch, new development in
Manhattan and elsewhere has dropped off precipitously in recent years. At the
present time, there are no new commercial buildings of any significance under
construction in Midtown Manhattan.

The long talked-about Times Square redevelopment project has been postponed
until the office market rebounds. The project will eventually include four
office towers, to be constructed between Broadway and Seventh Avenue, from 41st
to 43rd Streets. The developers are Park Tower Realty and the Prudential, with
various kinds of assistance from the City of New York, the New York City
Economic Development Corporation, and the New York State Urban Development
Corporation. Given the current conditions of the marketplace, the project has
been postponed until the next century. In the interim, a plan is currently
being developed which will include a rehabilitation of the existing buildings.
About 153,000 sf of commercial space is to be created on four large parcels at
the crossroads of Broadway and Seventh Avenue that the state assembled for the
office towers. Another 112,000 sf of space would be created in nine historic
theaters and adjoining buildings that the state owns between Seventh and Eighth
Avenues. Finally, the plan calls for 147,000 sf of commercial space on the
Eighth Avenue end of the blocks between 41st and 43rd Streets, which are still
privately owned. Commercial establishments will generally be popularly-priced
and will create excitement, fun, and round-the-clock entertainment.

Recently, the Fifth Avenue Association stepped up its efforts to improve
security and sanitation along Fifth Avenue's Midtown corridor. A business
improvement district (BID) along the Avenue from 46th to 61st Street, with
extensions along 57th Street from Madison Avenue to Avenue of the Americas, was
established in early 1993. The BID is funded by an assessment of property
owners based on their proportionate share of square footage. The money is being
used primarily for added security, with the balance going towards maintenance
and administration. Rockefeller Center is exempt from the BID since it has its
own supplemental security and sanitation forces. It is expected that the BID,
by providing additional security and sanitation services and helping to remove
street peddlers, will serve to protect real estate values

<PAGE>

along Fifth Avenue.

Most of Midtown Manhattan's commercial development in recent years occurred
on the West Side. A lack of available development sites on the East Side
coupled with zoning incentives to spur growth on the West Side made Times Square
the hub of development activity in the 1980's.

The dramatic increase in the supply of office space, which came on line
along with the economic recession and credit crunch, has resulted in the most
depressed office market the City has experienced, perhaps since the Great
Depression. Many of the immediate area's new office buildings are still plagued
by excessive vacancies. However, several of those projects which were taken
over by the lending institutions have been sold to private investors since our
last report. Additionally, with the recent increase in leasing activity and the
lack of new construction, vacancies at some of these newer buildings are finally
beginning to decline.

Major developments which have been completed in Midtown Manhattan within
the past few years include the following:

1. 1585 Broadway - Developed by Solomon Equities, Inc., this 1.34 million
square foot structure is located between 47th and 48th Streets on the
west side of Broadway. The partnership owning 1585 Broadway filed for
protection under Chapter 11, and the property was sold as part of a
Chapter 11 plan of reorganization to Morgan Stanley Group, Inc. for
$176,000,000. This translates to a purchase price of $131 per square
foot. The contract was signed in August, 1993 and the sale closed in
October, 1993. The building was 72% vacant at the time of sale, with
the law firm of Proskauer Rose Goetz & Mendelsohn as the building's
only tenant, having leased 365,851 square feet of space. Morgan
Stanley intends to occupy the remaining 1 million square feet as its
corporate headquarters.

2. 1540 Broadway - Eichner Properties and VMS Development were the
developers of this more than 1,000,000 square foot office building
located on the east side of Broadway at 45th Street. The property,
which includes 869,000 square feet of office space, a 67,000 square
foot retail atrium, a 5,000 square foot street-level restaurant, a
theater and 150-car parking underground garage, was taken in pre-
packaged foreclosure by a consortium of lenders lead by Citibank. A
deal was made with Bertelsmann AG, the privately held German media
company, which acquired the property at $119,000,000. This is
equivalent to $126 per square foot

<PAGE>

of office and retail space, exclusive of the theater and garage. The
sale closed in December, 1992. Bertelsmann has consolidated 2,500
employees into 700,000 square feet in the building and intends to
lease out the balance.

3. The Rockefeller Group owns a vacant site on the east side of Seventh
Avenue between 49th and 50th Streets. Current plans are for the
construction of a 55-story office building containing 1,400,000 square
feet. Development of the site, however, is conditional upon a
commitment by a major tenant, which is unlikely at this time.

4. Americas Tower, located at 1177 Avenue of the Americas, was developed
by a joint venture of The New York Land Company and KG Land New York
Corporation. The building is a 50-story tower containing 976,500
square feet of office space with floor sizes from 10,000 to 32,000
square feet. A dispute between the developers/partners slowed the
development plan. However, KG Land exercised a purchase option and
gained control of the property. We understand that ownership has been
quite aggressive in trying to make lease deals, posing strong
competition for other Midtown office buildings. Price Waterhouse, in
July, 1992 leased 350,000 square feet including floors 10 through 14.
In October, 1993 they announced an expansion of their existing lease
by another 60,000 sf, bringing their total space at Americas Tower to
420,000 sf. With this announcement, Americas Tower is now more than
70% leased. Several additional lease transactions are expected to be
announced shortly. Other tenants at Americas Tower include American
International Group, Wausau Insurance Companies, Bank Hapoalim, and
Novell, Inc.

5. 546 Fifth Avenue, located on the northwest corner of 45th Street.
Greycoat, Lynton & McAlpine constructed a 192,040 square foot office
building designed for high-end users. The building was completed in
late 1991 and remained vacant until it was sold. It was purchased in
July, 1993 by Republic National Bank of New York for $27,500,000 which
translates to a value of $143 per square foot.

6. Axel Stawski's 30-story +- 324,000 square foot building at 565 Fifth
Avenue is the most recently completed office building in Midtown. It
is located at the north east corner of 46th Street, and contains
33,000 sf of retail space on the first three levels. The building
provides evidence of the very recent upturn in midtown Manhattan's
office leasing market. Space is currently renting in the mid-$30's
range, rising by $3 to $4 psf in just six months after it opened. It
should be noted

<PAGE>

however, that tenants are still receiving an average of 12 months of
free rent and a tenant improvement allowance of $40 to $50 psf.

7. The Swiss Bank Tower, located at 10 East 50th Street, was developed by
The Swiss Bank Corporation and Saks Fifth Avenue. The building is a
38-story, mixed-use structure containing approximately 325,500 square
feet of office space on the upper 29 floors. Swiss Bank occupies
approximately 157,500 square feet in the Tower, or 48% of the total.
The upper floors are leased to quality tenants. The bottom nine
floors accommodate the expansion of Saks' flagship store on Fifth
Avenue.

8. 712 Fifth Avenue is a 53-story building with 457,281 square feet of
office and retail space. The project was developed by Solomon
Equities, Inc. and The Taubman Company, although the Taubman Company
has acquired Solomon's interest. Landmarked facades of existing
buildings on Fifth Avenue were incorporated in the design. Henri
Bendel pre-leased the entire 85,900 square feet of the six floor
retail atrium. Leasing of the office tower has been extremely slow,
however as of September, 1993 the building was 65% leased, with
tenants paying almost $60 psf on the upper floors. With small floor
sizes, small foreign companies willing to pay top dollar for location,
quality, security, and full floor identity are the primary tenants.

9. The Takashimaya Company Ltd. of Osaka built 693 Fifth Avenue, a 20-
story building between 54th and 55th Streets. The 101,000 square foot
mid-block building with only 50 feet of frontage houses a specialty
shop, art gallery, restaurant and offices. Of the ten office floors,
four are occupied by Takashimaya as its North American headquarters.
The other office floors have been rented or are being offered for
lease.

10. 1325 Avenue of the Americas, a 717,000 square foot office building
located on West 53rd Street between Avenue of the Americas and Seventh
Avenue, directly behind the Hilton Hotel, was developed by a joint
venture of Edward J. Minskoff and A. Alfred Taubman. Hilton leased
the second and third levels of the 34-story building for exhibition
space and ballroom facilities. Orion Pictures had been a major tenant
in the building. However, they went bankrupt in 1992 and were
subsequently released from their obligations under the lease
agreement. As of October, 1993 the building was 52% leased to 17
tenants.

<PAGE>

11. 750 Seventh Avenue, on the northeast corner of Broadway and 49th
Street, is a 35-story tower containing 579,894 square feet of space.
Solomon Equities Inc. developed the project which was completed in
1990. Floor sizes range from 11,750 to 26,500 square feet. The
building's original tenant, a law firm, ceased its operations and
defaulted on its lease. Since then, Citibank foreclosed on the
property. That space was released to the law firm of Mendes & Mount,
which occupies 121,692 sf of office space in the building. The
accounting firm Ernst & Young has since leased 42,000 sf. As of mid-
year 1993, the building was 31% leased to 3 tenants. Crains recently
reported that Citibank plans to shift their focus from leasing to
selling the building, and has put the property on the market.

12. 420 Fifth Avenue, between 37th and 38th Street, was developed by The
Hammerson Property Corporation. The 30-story building contains
546,750 square feet of office space with floor sizes ranging from
12,000 to 30,000 square feet. The developer was able to lease only
10% of the space in the building, with Turner Broadcasting as its only
tenant. They have since increased their original lease of 60,000 sf
to 115,000 sf in the building. Their original lease was signed in
January, 1991 for 20 years. The rent was $34 psf for yrs 1-5, $38 for
yrs 6-10, $42 for yrs 11-15, and $46 for yrs 16-20. Concessions
included a $70 psf workletter and 18 months of free rent. At the end
of 1991 the building was converted to a commercial condominium and a
170,000 square foot unit was sold to the Girl Scouts of the USA for
its headquarters at a price equivalent to approximately $140 per
square foot. In April, 1993 the Rockefeller Foundation purchased an
87,500 sf unit for $170 psf. In the third quarter of 1993, CompUSA,
Inc. (a computer super-store) leased 40,000 sf on three retail levels
for 15 years. We understand that only the 24th and 25th floors of the
28-story building remain vacant.

13. The U.S. Trust Building, a 26-story, 571,199 square foot office
building, is located at 114 West 47th Street between Avenue of the
Americas and Seventh Avenue. The project was developed by the Durst
Organization and serves as the new headquarters for U.S. Trust which
occupies 345,000 square feet.

14. Several new hotels have opened in the Time Square area joining the
Mariott Marquis. They include the Holiday Inn Crown Plaza, the Ramada
Renaissance Hotel, Hotel Macklowe and the Embassy Suites Hotel.
Additionally, the Four Seasons Hotel is the most recently completed
development on the East Side.

<PAGE>

The East Side's major new development, which opened for business in
June, 1993 is the Four Seasons Hotel. It is located on the north side
of 57th Street through to the south side of 58th Street between
Madison and Park Avenues. The new hotel contains approximately 370
rooms. It was built by a consortium of Japanese investors, with the
Zeckendorf Company acting as development manager.

Holiday Inn Crowne Plaza, located at 1601 Broadway between 48th and
49th Streets, is a 46-story, mixed-use building which contains 200,533
square feet of office space, 11,000 square feet of ground-level
retail, and a 770-room hotel operated by Holiday Inn. The principal
developer of the project is the Zeckendorf Company. The project was
completed in 1990.

Harry Macklowe's mixed-use project Hotel Macklowe, opened in 1990.
Located on West 44th and 45th Streets between Sixth Avenue and
Broadway, the 52-story building includes a 100,000 square foot
conference center, 638 hotel rooms, 60,000 square feet of office
space, and a theater.

On the northeast corner of Broadway and 47th Street, Silverstein
Properties developed an Embassy Suites Hotel over the Palace Theater.
The 450 room hotel was completed in late 1990.

In addition to the new developments discussed above, structures of note
within the vicinity of Rockefeller Center include:

1. ST. PATRICKS CATHEDRAL: Occupies the entire block between 50th and
51st Streets, Fifth and Madison Avenues. It is the largest church in
the City and includes the Archbishop's residence.

2. MUSEUM OF MODERN ART: Located on 53rd Street between Fifth Avenue and
Avenue of the Americas.

3. THE NEW YORK HILTON HOTEL: This 2,200 room hotel is situated on the
west side of Avenue of the Americas just north of the subject. It is
a major center for corporate and industry functions, conferences and
conventions.

4. CITY CENTER: This theater, which houses dramatic, musical and dance
productions, is located at 235 West 55th Street between Seventh Avenue
and Avenue of the Americas.

<PAGE>

5. CARNEGIE HALL: Renovated and restored in 1986, Carnegie Hall, one of
the world's most renown concert halls, is located at the southeast
corner of Seventh Avenue and 57th Street.

Rockefeller Center is easily accessible via public transportation. Subways
to all parts of Manhattan as well as the other boroughs and the JFK Airport
shuttle are provided at the Center. Bus routes run in all directions with
multiple stops both within and in close proximity to the subject property.
Grand Central Station and Penn Station, each easily accessible by bus or subway,
serve as rapid transit hubs and depots for commuter rail lines serving
Connecticut, upstate New York, New Jersey and Long Island. Crosstown, at 59th
Street, the Queensboro Bridge provides easy access to the New York airports.

The financial difficulties experienced by many of the buildings discussed
above are a direct result of the surge in development activity in the late
1980's which coincided with the decline in the local economy and real estate
market. It is our opinion, however, that these problems actually create a
benefit for solid established properties such as Rockefeller Center.

As discussed later in this report, Rockefeller Center Management responded
to the softer market in the early 1990's like other property owners, by reducing
both asking and effective rent levels. As a result, tenants were able to
benefit from the Center's unparalleled prime location at competitive rental
rates. Furthermore, in contrast to many other office buildings, Rockefeller
Center has a solid operating statement and an experienced management team which
we have every reason to expect will continue in future years. While many of the
newer buildings on Manhattan's West Side are in the states of flux and/or in the
hands of the lenders, Rockefeller Center has experienced a great deal of success
in releasing much of the space which rolls over in 1994. As a result,
management has recently increased their asking rent schedule, in order to take
maximum advantage of Rockefeller Center's continued desirability as a premier
office location. Management's goals at Rockefeller Center have always been, and
continue to be, long-term. The property's long history of management's strong
proprietary interest, coupled with the capital improvement program which has
modernized the facility's systems and much of its physical appearance, has
provided the Center with a competitive advantage in the leasing and renewal of
space during difficult times.

As discussed in our Office Market Overview, it appears that Manhattan's
office market has hit bottom, and is beginning to turn around. The sales of
1540 and 1585 Broadway to highly respected, well-known companies has served to
hearten market participants. The purchasers of these buildings will be
occupying them as corporate headquarters, serving as solid anchors for
Manhattan's west side office market.

<PAGE>

ZONING

Rockefeller Center is located in both a C5-3 and C5-2.5 Commercial Zone,
within the Special Midtown District. The portion of the Center that fronts on
Fifth Avenue is also contained within the Fifth Avenue Subdistrict.

The Special Midtown District was established in 1982. Among the
resolution's purposes was to stabilize the East Side of Midtown Manhattan and
provide incentives for development to the west and south. The area east of
Avenue of the Americas was zoned with a 15 base floor area ratio (FAR), while
west of Avenue of the Americas the base FAR was 18. This greater FAR, coupled
with other incentives, succeeded in luring new development west of Avenue of the
Americas. In May of 1988, the City Planning Commission, in a further action,
modified the Midtown Special District by dropping the base FAR west of Avenue of
the Americas to 15, thus rescinding the earlier incentives to build to the west.

The purpose of the Fifth Avenue Subdistrict is to protect the special
retail function of Fifth Avenue. As a result, ground floor space within this
district is restricted to retail uses which "reinforce" the existing Fifth
Avenue retail mix. A minimum floor area of 1.0 FAR must be occupied by these
uses.

The maximum floor area ratio (FAR) at Rockefeller Center permitted "as-of-
right" is 15 in the C5-3 district and 12 in the C5-2.5 district. FAR bonuses
are available for subway station improvements and an urban plaza.

We have been advised by Rockefeller Group, Inc. that when existing building
density is compared to allowable floor area under present zoning regulations,
the Center contains approximately 2,000,000 square feet of "unused" development
rights. However, it should be noted that these "unused" development right are
not included among the assets encumbered by the mortgages in favor of
Rockefeller Center Properties, Inc. and therefore were not included in our
estimate of market value of the property. A portion of these "unused"
development rights will be transferred to the Rockefeller Group's proposed new
office development on Seventh Avenue between 49th and 50th Streets, construction
of which is now on hold pending the signing of a major tenant.

<PAGE>

ASSESSED VALUATION AND REAL ESTATE TAXES

Rockefeller Center is identified on the New York City tax rolls as Section
5, Block 1264, Lots 5 and 30; Block 1265, Lots 1 and 71; and Block 1266, Lot 1.
The property is assessed and taxed as follows:

1993/94 ASSESSED VALUE ($000)
------------------------------------------------- TAX RATE
TRANSITIONAL TARGET PER $100 OF
------------------- -------------------- ASSESSED TOTAL
LAND TOTAL LAND TOTAL VALUE TAXES
---- ----- ---- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
BLOCK: 1264
LOT: 5 $88,550.0 $123,790.0 $85,500.0 $112,050.0 10.724 $12,016,242
30 22,350.0 35,185.0 21,150.0 31,050.0 10.724 3,329,802

BLOCK: 1265
LOT: 1(1) 88,201.0 140,310.2 85,758.0 125,743.3 10.724 13,484,711
71 855.3 1,075.3 900.0 1,125.0 10.724 115,310

BLOCK: 1266(2)
LOT: 1 125,000.0 178,270.0 121,500.0 158,850.0 10.724 17,035,074
---------- ---------- ---------- ---------- -----------

TOTAL: $324,956.3 $478,630.5 $314,808.0 $428,818.3 10.724 $45,981,139

LESS: RCMH(3) ($23,249.7) ($34,874.6) ($23,249.7) ($34,874.6) ($3,739,949)
---------- ---------- ---------- ---------- -----------

TOTAL AFTER RCMH
REIMBURSEMENT
(ROUNDED): $301,706.6 $ 443,755.9 $ 291,558.3 $393,943.7 $42,241,190

<FN>

Notes:

(1) In order to accomplish the NBC transactions, the three buildings known as
the GE Building, the Studio Building and the GE West Building have been
converted to condominium ownership. As part of this process, new tax lots
with separate assessed values have been established for these buildings.
For the purposes of this report, however, we are reflecting these separate
lots as a group in Block 1265, Lot 1.

(2) Includes Music Hall.

(3) Radio City Music Hall (RCMH)

</TABLE>

<PAGE>

Exclusive of the Music Hall, the property has a 1993/94 "transitional"
assessment of $443,755,900 and a "target" assessment of $393,943,700. Applying
the current tax rate of $10.724 per $100 of the lower of the two assessed
valuations for each of the lots, results in a total real estate tax burden of
approximately $42,241,190 for fiscal year 1993/94.

Current State law requires the tax assessor to assign two values to each
property, the "transitional" and "target" values. The "target" value, under
current City policy, theoretically represents 45% of the assessor's estimate of
the property's true market value.

The "transitional" value represents an interim assessment. When a
property's "target" assessment is increased State law requires that this
assessment be adjusted over a five-year period, or at the rate of 20% per year,
until the "transitional" and "target" assessment are equivalent. If the
"target" assessment is less than the "transitional" assessment, taxes are paid
based upon the lower of the two assessments.

In the late 1980's, Manhattan experienced a tremendous rise in property
values with major Manhattan office buildings commanding record setting purchase
prices. In many instances, an assessment based upon 45% of the purchase price
would have resulted in an onerous tax burden which could have a detrimental
effect on both the real estate and the tenants in occupancy at the time of sale.
Since much of an increased tax burden is passed on to tenants in the form of
real estate tax escalations, a significant increase in taxes would cause a
substantial increase in occupancy costs which many tenants could find
prohibitive.

As a result of the aforementioned, property owners have been successful in
obtaining reductions in assessments to levels significantly below 45% of the
price at which the property was purchased. This is particularly true in the
last few years when the softness in the real estate market has resulted in a
significant decline in effective rent levels and property values.

The chart following this discussion compares the target assessments for
recently transferred property to the actual purchase price. As the chart
indicates, these target assessments now reflect anywhere from 19% to 41% of the
purchase price. Recognizing that commercial real estate cannot accept a heavier
tax burden under current market conditions, as a campaign promise, the current
Mayor of New York City stated that he would not increase commercial real estate
taxes.

In light of the above, coupled with the fact that the current target
assessment reflects an assessment which is 34% of our estimate of market value,
we have assumed that following a

<PAGE>

hypothetical sale of the property, in all likelihood, Rockefeller Center would
be reassessed based upon 35% of the purchase price. For the purposes of our cash
flow projection, we have assumed the "new" target assessment would be phased in
over a five year period. Following this phase in, we have assumed real estate
taxes will increase an average of 5% per annum.

The NBC transaction has been structured to accommodate arrangements made
between the New York City Industrial Development Agency ("IDA") and NBC for
certain financial assistance in connection with the project. Accordingly, the
three interconnected buildings (the GE Building, the Studio Building, and the GE
West Building) have been made into a condominium and the NBC-occupied areas were
conveyed to IDA subject to the RCPI mortgages and the NBC lease. These areas
were then leased back to the Partnerships and subleased to NBC. Upon the
expiration of the period of IDA benefits, ownership of the IDA owned units will
revert to the Partnerships. IDA ownership of the condominium units occupied by
NBC is a technical structuring required to effectuate the transaction and, in
our opinion, has no adverse impact on the appraised value.

We understand that the arrangement with NBC makes specific provisions with
respect to real estate taxes on the condominium units which formerly comprised
Block 1265, Lot 1. During the time that any condominium unit is owned by IDA
(that is, while it is leased to NBC), such condominium unit is exempt from real
property taxes. NBC has agreed with IDA to make certain payments in lieu of
real estate taxes with respect to these condominium units. In addition, the
Partnerships, NBC and the City of New York have entered into an agreement
relating to the real estate taxation of all the condominium units (including
those not occupied by NBC). The pertinent features of this agreement are: (A)
notwithstanding the establishment of any new tax lot as a result of the
condominiumization, the City will assess liability among the various lots in
accordance with the methodology the Partnerships and RGI have historically used
to allocate taxes among the tenants and (B) any increase in assessment valuation
resulting from improvements to one or more individual condominium units (that
is, tax lots) will be specifically allocated to the unit or units so improved.

<PAGE>

ASSESSED VALUATIONS FOR

SELECTED COMPETITIVE MANHATTAN OFFICE BUILDINGS

1993/94 ASSESSMENT
YEAR AREA LAST TARGET AS % OF
PROPERTY BUILT (SQ.FT.) SALE CONSIDERATION ASSESSMENT SALE PRICE
-------- ----- -------- ---- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
320 Park Avenue 1961 663,643 10/92 $130,000,000 $42,750,000 33%

99 Park Avenue 1954 480,000 12/91 $104,500,000 $43,069,320 41%

730 Fifth Avenue 1921 288,720 4/91 $93,605,000 $24,615,000 26%
(Crown Building)

666 Fifth Avenue 1955 1,250,000 5/87 $520,000,000 $110,000,000 21%

1330 Ave. of Americas 1965 420,000 10/86 $175,000,000 $33,300,000 19%

</TABLE>

<PAGE>

REGIONAL DEMOGRAPHICS

INTRODUCTION

There are four interactive forces which affect the market value of real
property: physical and environmental conditions, social trends, economic
circumstances, and governmental controls and regulations. The constantly
changing nature of these factors determine the supply and demand for real
property which, in turn, determines its market value. This discussion will
isolate and examine those economic trends in the New York City area which
influence and create value in real estate. The following analysis examines key
components of the New York City economy.

NEW YORK CITY:

The City of New York is by far the nation's largest when measured by
population, with 7.2 million residents. With a comparatively compact land area
of 301 square miles in its five boroughs (Manhattan, Brooklyn, Queens, the
Bronx, and Staten Island), the population is densely settled, at nearly 25,000
persons per square mile. While Manhattan historically has served as the hub of
economic activity and real estate value, in the 1980's intensive development in
the other boroughs occurred as well. However, with the advent of the recession,
the 90's have seen a dramatic downturn in new development throughout Manhattan
as well as the other boroughs.

POPULATION:

The City gained an estimated 285,000 persons between 1980 and 1988 (0.5
percent per year), with 73 percent of the new residents taking occupancy in
boroughs other than Manhattan. The rise in the City's population constitutes a
vital shift in the pattern of net out-migration that afflicted New York during
the 1970's. However, the rise in population experienced in the 80's has not
continued to the same degree in the 90's.

It has been predicted by the New York State Department of Commerce that
population growth in New York City will be limited. Based on the figures below,
from 1990 to 1995 the population of New York City will increase about 1.0% in
total and from years 1995 to 2000 also approximately 1.0% in total.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ESTIMATES OF TOTAL POPULATION IN NEW YORK CITY,
BY THE NEW YORK STATE DEPARTMENT OF COMMERCE

YEAR POPULATION ESTIMATES
---- --------------------
<S> <C>
1990 7,180,000
1995 7,220,000
2000 7,261,000

</TABLE>

SOURCE: NYS Dept. of Commerce

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NEW YORK CITY
POPULATION PROJECTIONS 1990-2010

Percent
Change
-------

1990- 2000-
1990 2000 2010 2000 2010
--------- --------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
New York City 7,438,500 7,777,900 7,915,500 1.6% 1.7%
Bronx County 1,178,300 1,180,000 1,191,800 0.1% 1.0%
Queens County 1,971,600 2,051,200 2,092,400 4.0% 2.0%
Kings County 2,374,700 2,519,300 2,557,200 6.1% 1.5%
MANHATTAN 1,509,400 1,570,400 1,594,000 4.0% 1.5%
Staten Island 404,500 457,000 480,100 13.0% 5.0%

</TABLE>

SOURCE: The New York City Transit Authority

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

According to the New York Transit Authority, New York City as a whole, will
continue its rise in population through 2010. Manhattan's population is
forecasted to reach 1,570,400 by 2000, and 1,594,000 by 2010. These forecasts
are based upon the assumption of an increase in population of 2.0% for each five
year period between 1990 and 2000, and an increase of 1.0% for each five year
period between 2000 and 2010.

HOUSEHOLD INCOME:

New York City has long been characterized by disproportionately large
groups at the lowest and highest ends of the income spectrum. Although this
economic pattern continues, the City's 12-year economic expansion saw an
increase in the number of households earning between $25,000 and $75,000 per
annum. Minorities' access to middle-class employment opportunities appeared to
have decidedly improved. However, since the recession began in late 1989, many
of these people have lost their jobs. According to the Port Authority of New
York and New Jersey, there have been job losses totalling 660,000 or 8% of the
New York Metropolitan area's work force during the past three years from 1990
through 1992. By the end of 1993, another 67,000 job losses are expected to
occur in the region.

OVERALL EMPLOYMENT TRENDS AND ECONOMIC CONDITIONS

The Regional Commissioner of the Bureau of Labor Statistics indicated that
the region's job declines surpassed three-quarters of a million since the
February, 1989 employment peak, wiping out nearly 70 percent of the growth
during the 1980's. Further, the New York metropolitan region lost 101,000 jobs
in the first six months of 1992. The pace of loss for this period is less than
the 233,000 job decline in the first half of 1991, the most severe half-year
loss in the current recession. Job loss slowed even more in 1993, and it is
expected that the region will gain jobs in 1994. Job gains are to be driven by
a resurgent Wall Street, a revived service sector, and an accelerating national
recovery.

Clearly, the economy has begun to improve, with job losses declining both
regionally and nationally, as indicated in the following chart. However,
unemployment in New York City remains significantly above the national average.
Unemployment for the New York region, as it compares to the Country as a whole,
is detailed in the following chart.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PERCENTAGE OF THE LABOR FORCE UNEMPLOYED

1991 1992 1993
---- ---- ----
<S> <C> <C> <C>
NEW YORK CITY 8.6% 10.8% 10.5%

NEW YORK STATE 7.2% 8.5% 7.6%

NEW JERSEY 6.6% 8.4% 7.1%

UNITED STATES 6.7% 7.4% 6.4%

</TABLE>

Source: Bureau of Labor Statistics

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Seldom has a region of America undergone such a profound economic
transformation as the New York region. In one generation, the region's economy
has moved from one fueled by factory production to one dominated by banking and
finance, law and accounting, publishing and entertainment, advertising,
insurance, telecommunications and advanced research in fields like
pharmaceuticals and biotechnology. As a result, economists and business people
generally agree that this region will benefit far more from the recently passed
North American Free Trade Agreement (NAFTA) than its will be hurt by losing low-
wage jobs to Mexico. Banks and Wall Street securities firms will probably
benefit more from the pact than any other industry. This bodes well for the
region's economy in that there are only 1.8 million workers employed by
manufacturers out of the region's 12.6 million total workers. In contrast, the
industries that can expect a boost from the trade agreement, including banks,
insurance companies, and other service businesses, employ more than 4.8 million
people. For the region's auto, textile, foundry, metal, and other production
workers, job losses are inescapable. However, it is expected to be terrific for
New York employment, so much of which revolves around finance. A vast
assortment of professional service firms, from management consulting and public
relations to law and marketing, are poised to seek new business in Mexico.

<PAGE>

The following chart indicates the number of workers employed by
manufacturing or goods production versus business services, highlighting the
region's changing job market.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

REGIONAL EMPLOYMENT (000's)- GOODS VS. SERVICES

TOTAL EMPLOYMENT GOODS PRODUCTION BUSINESS SERVICES
---------------- ---------------- -----------------
1988 1993 1988 1993 1988 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
New York 8,215.1 7,673.5 1,591.6 1,235.6 6,623.5 6,438.2
New Jersey 3,673.4 3,405.8 844.4 617.1 2,829.0 2,788.7
Connecticut 1,679.8 1,486.8 454.9 338.3 1,224.9 1,148.5
Total Region 13,568.3 12,566.1 2,890.9 2,191.0 10,677.4 10,375.4

</TABLE>

________________________________________________

PERCENTAGE CHANGE BETWEEN 1988 AND 1993

TOTAL EMPLOYMENT GOODS PRODUCTION BUSINESS SERVICES
---------------- ---------------- -----------------
<S> <C> <C> <C>
NEW YORK -6.6% -22.4% -2.8%
NEW JERSEY -7.3% -26.9% -1.4%
CONNECTICUT -11.6% -25.6% -6.2%
TOTAL REGION -7.4% -24.2% -2.8%

</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Geographically the largest losses have been in New York City, which has
lost 310,200 jobs since the beginning of 1990. The major toll of losses, in
terms of number of jobs, has been in the manufacturing and wholesale and retail
trade segments of the economy, with the largest declines in terms of percentages
being in the business services segment of the economy. The loss in employment
by finance industries has accounted for less than 10% of the regions overall
losses.

Job losses in New York City during 1993 are expected to total 67,000,
making the fourth straight year of job losses. The Port Authority has projected
that the region would continue to fare worse than the Nation as a whole, as it
has for the past five years. At least 90% of the job

<PAGE>

losses in the United States have occurred in the Northeastern states and in
California. The agency's projection of job losses this year would amount to
slightly less than 1% of the region's total 6.97 million jobs. After three
years of shrinkage, the job base has already declined by more than 660,000 or
8%, from a peak of 7.62 million workers in 1989.

In New York City, employment losses were most severe in 1991, when 180,700
jobs were lost, compared with a loss of 58,700 jobs in 1992 and a loss of 68,000
jobs in the first 9 months of 1993. In recent months losses in banking have
eased and securities industry employment has stabilized after combined losses of
nearly 6,000 jobs since 1989.

The Port Authority's chief economist said that we were in a slow and uneven
recovery, that would translate into job growth beginning in 1994.

The decline in employment has had a significant impact on income growth. A
recent survey of 69 companies indicated that pay increases would average no more
than 5% in 1993. Top executives will obtain increases of 4.9%. Estimated
increases are slightly lower than in 1992 and somewhat less than 8 to 10%
increases in earlier years. Still these increases are greater than the New York
Metropolitan area inflation rate, averaging 3.2%. Industry surveys also show
that many fewer companies are planning to freeze wages or cut staff than last
year.

The following table indicates employment trends in New York City and
compares losses in employment by major industry (totaling approximately 75% of
total non-agricultural employment). As indicated the largest losses have been
in the trade and service sectors of the economy, while the only increases have
been in health services employment.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NEW YORK CITY EMPLOYMENT BY INDUSTRY

Thru 9/30
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Trade 630,200 608,300 565,300 547,900 534,900
F.I.R.E. 530,600 513,600 494,400 477,200 469,700
Manufacturing 359,500 337,500 307,800 293,100 292,300
Health Services 248,900 257,200 268,400 277,400 288,600
Business Services 265,100 251,700 219,000 208,700 205,900
Eat/Drinking Places 133,100 130,400 119,800 116,900 115,200
Government 601,500 607,600 592,600 584,000 564,700

Total Nonagricultural
Employment 3,553,100 3,372,400 3,313,700 3,245,700

</TABLE>

(Source: U.S. Bureau of Labor Statistics)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

JOB LOSSES SINCE 1989
NEW YORK CITY EMPLOYMENT BY INDUSTRY

NUMBER OF JOBS LOST PERCENTAGE OF JOBS
SINCE YR-END 1989 LOST SINCE YR-END 1989
------------------- ----------------------
<S> <C> <C>
Trade 95,300 15.1%
F.I.R.E. 60,900 11.5%
Manufacturing 67,200 18.7%
Health Services +39,700 +16.0%
Business Services 59,200 22.3%
Eat/Drinking Places 17,900 13.5%
Government 36,800 6.1%
Total Nonagricultural
Employment

</TABLE>

(Source: U.S. Bureau of Labor Statistics)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The revival of the securities industry in 1991 and 1992 offers the
possibility for revival in the local economy. The continual increase in stock
prices, trading value, and profits has resulted in increased paychecks but
limited employment growth. This was an estimate based on nine months earnings
and did not include bonuses. Samuel B. Liss, an analyst for Salmon Brothers,
indicated that the industry may hire 10% more workers this year; however
securities firms are now growing carefully and striving to keep their expenses
under control.

It is expected that continued growth in financial industry profits and
employment would eventually spill-over to other sectors of the economy.
However, the continual rise in stock prices during a period of slow national
economic growth is cause for concern, and we question whether these successes
are sustainable.

CRAINS NEW YORK BUSINESS estimates that New York City will gain 20,000 jobs
in 1994, which will represent the first annual gain since 1988. The local
economy will be aided by low inflation, large wage gains, and increasing
corporate profits. But the recovery will be slow and erratic. Most economists
expect New York City to gain back approximately 100,000 jobs over the next four
years. While this is a significant improvement over the job losses which have
occurred every year since 1989, it still reflects a gain of less than one-third
of the 375,000 jobs which were lost in New York City since the recession began.

Despite the beginnings of an economic recovery, a similar turnaround in
commercial real estate will be more difficult. Cutbacks in employment and
business consolidations are expected to be permanent with businesses learning to
operate in a leaner and more economical fashion. The credit crunch will make
borrowing difficult, curtailing investment sales activity and new construction.
However, the lack of new construction funds can help a rebound in occupancy
rates by curtailing new construction, thus focusing demand on the current
available supply.

<PAGE>

In recent years, private sector job losses created a ripple effect, which,
in turn led to a major decline in real estate values in the New York
metropolitan region. The national savings and loan crisis, the marked increase
in real estate defaults and foreclosures, and the severe oversupply of space,
accelerated this decline and resulted in severely restricted available credit.
Developers and investors found it extremely difficult to finance new development
or new acquisition, and even home mortgage lenders established much stricter
underwriting requirements.

In addition to the restricted availability of financing, changes in the tax
laws limited new investment and development. In particular, the elimination of
the capital gains deduction modified investor perspectives and contributed to
the dramatic downturn in market activity.

However, the recently passed Federal budget package stabilizes the capital
gains tax rate at 28%. This, as well as several other key components of the
plan are expected to render some stability and liquidity to shakey real estate
markets. There are some signs that the tightening of credit may be easing.
However, the overall investment climate is still very unfavorable.

Real estate has reached the bottom of the market. The prevailing question
is how long it will take for the market to reverse. In past cycles, a five year
period elapsed before the market turned around and at least three years passed
before it started to begin to show positive signs. Job cuts, consolidations and
the large amount of new supply during this cycle should provide to lengthen the
amount of time needed to begin a market rebound. Vacancy rates are still
historically quite high. While vacancy rates in Midtown Manhattan have recently
begun to inch downward, negative absorption of office space continues in
Downtown Manhattan. Job losses are still occurring due to business
consolidations, failures, and mergers.

Demographic considerations such as population, household income and
employment forecasts directly and indirectly impact forecasted office space
needs. It is our opinion that New York City, although not immune to
experiencing recessionary times, over the long term represents an ultimately
healthy and stable office location.

The office of the New York State Comptroller released a report in November,
1993 stating that New York City was beginning a slow recovery after a 4-year
recession that cut far deeper here than elsewhere in the nation. Many of the
City's economists and business leaders agree that he downward economic drift has
hit bottom, and recovery is expected to accelerate
next year. The report found that the City's rate of inflation, which averaged
3.1% during the first 10 months of 1993, was virtually identical to the national
rate of 3.0%. Thus, the inflation premium of doing business in the City , which
has discouraged business expansion for decades, has been eliminated. Among the
City's best economic performers, the report said, are companies providing health
care services, social services, and finance. Leading the list is the securities
industry, where salaries and bonuses continue to soar, as they have for the past
three years, and employment is expanding. On Wall Street, annual pay averages
more than $100,000 and job ranks have expanded by 4,900 since April 1992. The
prosperity has translated into increased retail sales and other economic
improvement. The securities industry has been the driving force in moving the
City to economic stability. Also showing improvement, according to the report,
is the battered commercial real estate market, where leasing increased by 8% in
the first half of 1993, vacancy rates have fallen slightly, and effective rents,
which plunged since 1988, have leveled off. Expectations in 1994 are for a
faster and more widespread recovery.

<PAGE>

MIDTOWN MANHATTAN OFFICE MARKET ANALYSIS

The Manhattan office market has historically been divided into three major
sub-markets: Midtown, Downtown, and Midtown South. The Midtown office market
is generally defined as the area between 32nd and 65th Streets, river to river.
The downtown market can be broadly defined as all of Manhattan below Canal
Street. The Midtown South market can be broadly defined as the area between
31st and Canal Streets, river to river. The subject property is situated within
the Midtown market.

Midtown Manhattan may be divided into four subdistricts delineated by
geographical boundaries. While the whole of Midtown appeals to the marketplace,
each subdistrict has its own subtleties which distinctly characterize them from
one another. The subdistricts are The Plaza, Grand Central, West Side and
Midtown South. The Plaza and Grand Central districts are long standing primary
office locations while the West Side and Midtown South districts are newer
office areas which emerged during the 1980-1987 expansion of the traditional
Midtown office market. Rockefeller Center lies on the border of the Plaza and
Grand Central Districts.

Manhattan has an inventory of approximately 316 million square feet of
office space. Of this total, approximately 61% of the total space is located in
Class A buildings and 39% is in Class B buildings. Geographically, 189 million
square feet are in Midtown, 36 million square feet are in Midtown South, and 91
million square feet are Downtown.

Cushman & Wakefield has reported the 3rd quarter 1993 office vacancy rate
for Midtown Manhattan at 15.4%, down from 16.4% in 3rd quarter of 1992. CB
Commercial reported a mid-year vacancy rate of 13.4%, while Edward S. Gordon and
several of the other major real estate firms in New York City have reported
Midtown's vacancy rate at 15.5% to 16%. Downtown vacancy rates are listed at
23% by Cushman & Wakefield as well as Williams, while Gordon and two other major
firms report a mid-year Downtown vacancy rate of 20%. While the rates differ,
the trend is clear. All of these firms show a firming of the Midtown market,
with vacancy rates beginning to decline. During the past year, more than 3
million square feet of office space has been absorbed in Midtown, ending several
years of negative absorption. While nominal rental rates have continued to
decline, concessions are beginning to tighten. Generous free rent, substantial
work letters and cash contributions continue to be prevalent throughout
Manhattan, however, the total dollar value of this package is decreasing.

According to Cushman & Wakefield's latest market survey, the vacancy rate
and asking rents for primary office space in the various midtown districts are
detailed on the following chart.

<PAGE>

3RD QUARTER 1993
MIDTOWN MANHATTAN PRIMARY OFFICE

DISTRICT VACANCY ASKING
RATE RENT (PSF)
<S> <C> <C>
PLAZA 16.1% $35.77

MIDTOWN WEST 13.3% $30.60

GRAND CENTRAL 17.6% $30.68

MIDTOWN SOUTH 7.4% $21.49

TOTAL MIDTOWN 15.4% $32.96

</TABLE>

Source: Cushman & Wakefield

- --------------------------------------------------------------------------------

Vacancy rates for office space in primary buildings are favorable compared
to last year, reflecting a decline from a vacancy rate of 16.4% as of 3rd
quarter 1992 to the 3rd quarter, 1993 vacancy rate of 15.4%. Average asking
rents however, continue to fall, with current figures reflecting a decline of
5.4% from $34.84 as of August, 1992 to $32.96 in 1993. However, this decline in
asking rents is extremely deceiving in that concession packages including
improvement allowances and free rent have also declined, resulting in an
increase in average net effective rents.

Vacancy rates in Midtown Manhattan had been in the single digits from 1978
through 1988. The combination of new construction coming onto the market and
the residual effects of the Wall Street crash pushed vacancy rates into the
double digits beginning in 1989. The Midtown vacancy rate has shown slow but
consistent improvement since the peak of 18.0% at year-end 1991.

There is nothing currently under construction in Midtown Manhattan of any
significance. The following chart lists the newest buildings to be completed in
Midtown, which came on line between 1989 and 1991 (with the exception of 565
Fifth Avenue which was completed in 1992). Approximately 62% of this space has
been leased, with 38% remaining to be leased. This indicates a significant
improvement over last year.

<PAGE>

MIDTOWN MANHATTAN
SPACE AVAILABLE IN NEW BUILDINGS
AUGUST 1993

NEW BUILDINGS TOTAL OFFICE AVAILABLE
MIDTOWN MANHATTAN SPACE (SF) SPACE (SF)
----------------- ------------ ----------
<S> <C> <C>
1177 Avenue of the Americas 976,500 333,000
1325 Avenue of the Americas 716,700 266,800
1540 Broadway 868,900 130,600
1585 Broadway 1,319,600 890,300
1755 Broadway 214,400 61,700
1601 Broadway (Crowne Plaza) 200,500 196,300
546 Fifth Avenue 177,700 157,400
565 Fifth Avenue 293,800 194,600
712 Fifth Avenue 457,300 166,500
450 Lexington Avenue 825,000 48,200
750 Lexington Avenue 342,900 26,800
650 Madison Avenue 520,000 220,500
750 Seventh Avenue 528,500 364,300
156 West 56th Street (Cityspire) 311,100 27,800
152 West 57th Street (Carnegie) 535,200 86,200
--------- ----------

TOTAL 8,354,300 3,152,200

</TABLE>

Source: Julien J. Studley

- --------------------------------------------------------------------------------

With very little new construction projected to enter the market in the next
few years, the vacancy rate is expected to decline. Additionally, the
reorganization of the financial sector which is currently taking place should
serve to increase future demand. Leasing activity is strong and running
significantly above last year's activity. However, for net absorption to occur,
new companies must be formed or attracted to Manhattan. To achieve this, the
economy will have to regain its strength, much as it did after the recessionary
period of the 1970's. In the early 1970's, vacancy rates were at levels similar
to today and by the end of the decade most of the space was absorbed as the
economy improved.

The driving force behind the Midtown recovery is the shrinking stock of
Class A office space. There has been a scarcity of large blocks of space (over
100,000 sf) for more than a year. Currently however, there as begun to be a
shortage of space for medium-sized tenants as well. Within the midtown core,
only 17 buildings have available Class A office space in blocks of 25,000 to
30,000 square feet, totaling 1.6 million square feet.

Historical vacancy rates and average asking rents for Midtown Manhattan are
shown as follows.

<PAGE>

HISTORICAL VACANCY RATES AND ASKING RENTS
MIDTOWN MANHATTAN

YEAR VACANCY RATE ASKING RENT
---- ------------ -----------
<S> <C> <C>
1978 4.5% NA
1979 2.0% NA
1980 2.7% NA
1981 4.1% NA
1982 5.0% $38.33
1983 6.2% $39.42
1984 6.0% $40.34
1985 7.3% $38.98
1986 8.5% $40.15
1987 8.6% $39.13
1988 9.8% $38.80
1/89 13.3% NA
6/89 14.2% NA
12/89 14.8% $39.62
6/90 15.1% NA
12/90 16.1% $38.33
6/91 17.3% NA
12/91 18.0% $35.51
5/92 17.9% NA
8/92 17.2% NA
12/92 16.8% $32.45
2/93 16.3% $32.03
4/93 16.2% $32.10

</TABLE>

Source: Real Estate Board of NY

- --------------------------------------------------------------------------------

While few investors would express near-term optimism regarding the
Manhattan office market, the tentative consensus is that, overall, Manhattan has
hit bottom. A few recent sales have taken place (see sales comparable approach
section) under unique circumstances at prices which, just a few years ago, would
have been considered extraordinarily low. Yet, any activity at all is an
improvement over the past few years and has served to hearten market
participants. There has been some slight positive net absorption recently in
midtown and a small reduction in the vacancy rate. However, despite increased
gross leasing activity in the Midtown rental market, most of the activity has
been driven by renewals and relocations of large-space users who are taking
advantage of perceived bottom-market rents in prime buildings. Rents are still

<PAGE>

dropping in many submarkets, but less dramatically than last year. Occupancy
rates are firming up in the best properties in the Plaza and Grand Central
Districts. They continue to decline in less desirable buildings and in many
other submarkets.

New York's growth market appears to be in the continuing influx of foreign
businesses. Jones Lang Wootten (JLW) reports that more than a dozen new foreign
banks moved in to New York between 1990 and 1991, and the City is now home to
298 foreign banks. This surpasses London as the world's leading international
banking center. There are more international banks in New York than in Los
Angeles, Chicago, San Francisco, Houston, and Miami combined. Besides banks,
more than 1,800 companies from 63 countries have established offices in New York
and its suburbs reports JLW. The market is seeing more activity from foreign-
based small space users in the 1,000 to 1,500 sf range. Foreign branch offices
have brought increased business not only to New York landlords, but also to
other ancillary firms.

New leasing activity has increased significantly during 1992 and 1993, over
1991 and 1990 levels, with many tenants moving to more efficient space.
However, that will not necessarily translate into taking more space. One
building's good fortune can come at the expense of another building. When one
adds up the costs of asbestos removal, or of bringing the infrastructure up to
date, of conforming with ADA building tenant installation for incoming tenants,
of providing a long rental concession, as well as marketing costs and paying
taxes and operating expense for the time all these items take - and during the
vacancy period until a new tenant is found - there is little profit left to
balance out these costs at the low rents landlords will be forced to accept.
Anything less than broad based recovery for the Country, as well as in the
European and Japanese economies, may not have much of an effect on New York
City. And even then, it is likely to be a very slow, painful recovery.

According to the Studley report, as of November 1993, asking rental rates
in Midtown Manhattan averaged $26.96, down .5% from one year ago. Rents in new
buildings averaged $40.31 (down -4.4% from one year ago) and $25.98 in old
buildings (up +1.2% from one year ago). In the subject's submarket, delineated
by Studley as Westside I, the average asking rent was $34.76 as of November
1993, down 4.6% from one year ago. The average asking rent for old buildings
was $33.54 (reflecting a decrease of 2.0%) and $41.99 for new buildings
(reflecting a 6.2% decrease from one year ago). The Westside I submarket is
defined by Studley as the area between Fifth and Seventh Avenues, 42nd to 59th
Streets.

Rents, vacancy rates, and changes in leasing volume for the 12 months ending
November 30, 1993 for various submarkets are shown in the following chart.

<PAGE>

AVERAGE ASKING RENTS AND VACANCY RATES
MIDTOWN MANHATTAN
AS OF NOVEMBER 1993

Asking Vacancy Change in
Rent Rate Lsg Volume
------ ------- ----------
<S> <C> <C> <C>
All of Midtown
Total $26.96 16.4% + 5.2%
Old $25.98
New $40.31

Plaza I (54th-61st/5th-2nd)
Total $33.69 14.4% +26.5%
Old $33.19
New $39.97

Plaza II (50th-54th/5th-2nd)
Total $34.45 15.5% +109.9%
Old $34.45
New 0

Grand Central I (39th-50th/5th-2nd)
Total $32.17 17.1% +36.9%
Old $31.98
New $41.23

Grand Central II (30th-39th/5th-2nd + UN area)
Total $23.51 12.0% + 8.8%
Old $23.51
New 0

Westside I (42nd-CPS/5th-7th)
SUBJECT'S SUBMARKET Total $34.76 13.7% - 40.1%
Old $33.54
New $41.99

Westside II (rest of Westside above 30th)
Total $24.08 18.4% + 28.8%
Old $21.72
New $39.09

Thircan (30th-Canal)
Total $14.34 18.9% - 17.2%
Old $14.34
New 0

</TABLE>

Source: Julien J. Studley

- --------------------------------------------------------------------------------

<PAGE>

While asking rents have declined modestly this year, they have actually
increased for quality space of 50,000 square feet or more. This is due to the
dearth of large contiguous space which is available for large space users. A
great deal of space has been absorbed (indicated by increases in leasing
volume), causing vacancy rates to decline. As vacant space continues to be
absorbed, there will be an eventual tightening of the market, leading to a
stabilizing and eventual increase in rents.

As the previous chart indicates, leasing activity has increased
significantly this year. During the first ten months of 1993, the volume of
leasing activity increased by 5.2% in Midtown Manhattan, over the first ten
months of 1992. The biggest increase occurred in the Plaza II district, from
50th to 54th Streets between 5th and 2nd Avenues. The only decreases occurred
in the Thircan and Westside I submarkets. The decrease in leasing activity for
the Thircan market is due to the fall in rents in other areas, allowing more
firms to "trade up" to more desirable areas. The Westside I market has one of
the lowest vacancy rates, indicating that the reason for the fall in volume is
due to the smaller amount of available space.

Considering the dearth of new construction and the improved leasing
activity, as well as the general improvement in the National economy, the office
market is expected to regain its health as the decade moves forward. The Port
Authority's chief economist said that we were in a slow and uneven recovery,
that will translate into job growth in 1994.

The Port Authority of New York and New Jersey estimates that the region
will lose another 67,000 jobs in 1993. This will make the fourth straight year
of job losses. The Port Authority also projected that the region would continue
to fare worse than the Nation as a whole, as it has for the past five years.
After three years of shrinkage, the job base has already declined by more than
660,000 or 8%, from a peak of 7.62 million workers in 1989. A real recovery in
the Manhattan office market will not occur until there is real job growth.
Economists believe that New York City will gain approximately 20,000 jobs in
1994 and 100,000 jobs during the next four year period.

Peter F. Korpacz & Associates, Inc. conduct a survey of equity investors in
investment-grade properties on a quarterly basis. As a group, the survey
participants collectively own, control, or acted as agent in 1991 transactions
of investment-grade real property assets with a total value in excess of $150
billion. The minimum equity investment of the participants is from $5 million
to $50 million. Investors who participated in a 1993 Korpacz Real Estate
Investor Survey cautiously anticipate more sales in Manhattan next year. Owners
and investors are looking for a revived economy to fuel business growth and
office space demand. They expect service industries, attracted primarily by
lower rents, to lead the real estate recovery. The level of this demand is
uncertain, but it is not likely to be as strong as in earlier economic
recoveries.

While lower market rents have made Manhattan more competitive with the
surrounding suburbs, occupancy costs are still high. One positive note is that
in recent rounds of annual reassessments, the assessed value of many office
buildings were lowered. Thus, the local government is becoming more realistic
in recognizing that real estate values have decreased significantly. However,
much of the City's revenue comes from real estate taxes. As a result,

<PAGE>

there will be fewer funds available to combat the negative influences of
profound social problems. Thus, positive changes are necessary to solve the
City's structural problems and to improve the quality of life.

Although over 50 years old, Rockefeller Center continues to be considered
one of the City's premier office addresses. The Center enjoys a prime Midtown
location and an exceptional design, neither of which can be duplicated in new
construction. As a result of its significant ongoing capital improvement
program, the quality of office space at Rockefeller Center continues to rival
any of the new commercial developments. Furthermore, the 1988 NBC agreement
virtually assures that this prestigious and financially sound corporation will
remain as an "anchor" in the Rockefeller Center complex. The Center's
desirability is evidenced by its 94% occupancy rate, which is significantly
better than Midtown Manhattan's as a whole. Rockefeller Center is considered
one of the major strongholds of the Manhattan office market and is expected to
remain such well into the future.

<PAGE>

MIDTOWN MANHATTAN RETAIL MARKET OVERVIEW

Retail leasing activity in Manhattan has increased sharply during the past
12 months, indicating that Manhattan's retail market has finally recaptured its
vitality. During the past few months, major retailers have entered the New York
market, many stores have expanded, and there is activity in almost every prime
retail sector of the market. According to New Spectrum Realty Services, the
number of available stores decreased by 12%, from 2,134 stores available at this
time last year to 1,881 stores currently available. In addition, the available
square footage dropped by 21.5%, from 5.974 million square feet in mid-1992 to
4.692 square feet available in mid-1993.

Several forces have combined to improve Manhattan's retail leasing market.
First, rents have fallen to levels that retailers perceive as realistic.
According to New Spectrum, taking rents have fallen by 30% over the past year.
As numerous tenants sign leases, New York City's tremendous backlog of store
space is finally starting to be absorbed. In addition, the decline in shopping
center construction has contributed to a new era in New York's retail market.
For the first time, tenants which in the past had been found only in shopping
centers, are now leasing major blocks of space in New York City and other urban
centers. These include K-Mart, Staples, Bed, Bath & Beyond, and Filene's
Basement. And many other tenants are expanding dramatically, including Barnes &
Noble which has already opened one of its several new super stores, Western
Publications which is bringing a new toy store to Rockefeller Center, Hermans
which is opening a large store on 57th Street and Sixth Avenue, Cosmetics Plus,
Labels for Less, Record Explosion, Today's Man, Bruno Magli, The Sports
Authority and Hallmark Cards to name just a few.

In some areas store space is already scarce, which will no doubt lead to a
firming of rents in the not too distant future. In particular, numerous
retailers have recently signed leases on Madison, Fifth, and Sixth Avenues in
the 50's, and few vacancies remain. At this point, retail leasing brokers agree
that the majority of Manhattan's retail market is becoming healthy once again.
The momentum generated by the current influx of tenants will continue to attract
new and expanding retailers. For the moment, Manhattan remains a tenant's
market. However, the tide is expected to turn shortly, with increased activity
expected to cause a shortage of space and send rental rates back up.

One factor which has become evident in the more recent retail lease deals
is that lease terms have started to increase. Longer lease terms are often of
great importance to a tenant because they allow a greater ability to plan for
the future. Longer lease terms also serve to create assets for tenants.
Historically, long term leases, including those written at full current market
value, will seem economical in roughly six to eight years. On this basis, a
twelve to twenty year lease can create a real and often disposable asset for a
tenant. The asset creating effect is most significant in a soft market because
assignment and subletting clauses tend to be less restrictive than they are
during tighter markets. The easing of such restrictions thus often enables the
tenant, rather than the landlord, to reap the benefit of an escalating market in
the years to come. However, the current strategy among property owners appears
to be maintaining property values in the near term, while possibly sacrificing
some of the long term appreciation brought about by the natural tendency of
retail rental rates to escalate over time.

<PAGE>

Rockefeller Center, situated across the street from Saks Fifth Avenue's
flagship store, is one of the primary anchors along one of the most renown
retail corridors in the world. Within a few blocks north of Rockefeller Center
are such notable retailers as Cartier, Tiffany, Gucci, Bergdorf Goodman, Fendi,
Christian Dior and Henri Bendel. Despite the overall softness the real estate
market experienced in previous years, rental values for high profile retail
locations have held quite firm. This is due in large part to foreign retailers
who generally regard Fifth Avenue as one of, if not the, prominent retail
corridors in the world. As previously discussed, the Japanese retailer,
Takashimaya completed its construction of a 20-story 101,000 square foot
building on the east side of Fifth Avenue between 54th and 55th Streets. In
April, 1993 a gallery and retail shop opened on the building's first five
floors. There are also plans for a restaurant on the seventh floor and food
store and cafe below grade. The balance of the structure will be office space,
four floors of which Takashimaya will occupy as its North American headquarters.

A walk along the Madison and Fifth Avenue retail corridors from Rockefeller
Center north to 60th Street indicates very few vacancies within this prime
retail area. As of September 30, 1993, the retail portion of Rockefeller
Center, which includes both above and below-grade space, had an occupancy rate
of approximately 95.5%, which is a significant increase over last year's
occupancy rate of 88%.

The retail stores at Rockefeller Center and along 57th Street and the Fifth
and Madison Avenue corridors attract both local clientele and the tourist trade.
Situated in the heart of Midtown Manhattan, these retailers are centrally
located among the City's unparalleled office population. Many of Manhattan's
premier hotels and restaurants are within easy walking distance. The area is
also easily accessible from the City's finest east and west side residential
neighborhoods.

Summaries of recent retail leases in the Midtown area are set forth
following this discussion. In light of recent activity, we would expect that
the retail space at Rockefeller Center, particularly along Fifth Avenue, will
continue to command excellent rental rates. We have assumed current market
rental rates for Rockefeller Center's retail component to hold firm from last
year's report, projected as follows:

- --------------------------------------------------------------------------------

MARKET RENT ESTIMATE PER SQ.FT.

Fifth Avenue $210
Avenue of the Americas $100
Side Streets $60-$100
Concourse $ 42
Mezzanine $ 42

- --------------------------------------------------------------------------------

<PAGE>

1993 RETAIL LEASE COMPARABLES
-----------------------------

PSF 1st Yr Rent
Address Size Term Rent Excl Bsmt Escalations Year Use
- ------- ---- ---- ---- ----------- ----------- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
516 5th Avenue 3,000 sq. ft. grd 12 years $ 315,000 $105 3-5% p.s. 1993 HBA
1,000 sq. ft. base during term

673 5th Avenue 2,000 sq. ft. grd 12 years $ 800,000 p.a. $133 10% every Sept Gifts
2,000 sq. ft. 2nd w/ demolition three years 1933
2,000 sq. ft. 3rd clause after
2,000 sq. ft. base 6th

725 5th Avenue 2,000 sq. ft. grd 10 years $1,100,000 1-3 $355 see previous 1993 High Fashion
2,000 sq. ft. base with 36 $1,500,000 4-7 column Clothing
1,100 sq. ft. 2nd years of $1,900,000 8-10

3 East 57th Street 4,000 sq. ft. grd 2 year $1,500,000 p.a. $125 None 1993 Women's High
2,000 sq. ft. mezz. renewal Fashion
3,000 sq. ft. 2nd
3,000 sq. ft. 3rd
2,000 sq. ft. base

135 East 57th St 2,000 sq. ft. grd 10 years $ 200,000 p.a. $100 10% every 1993 Gallery
400 sq. ft. base three years

575 Madison Ave. 7,500 sq. ft. grd 10 years $1,500,000 p.a. $200 8% every two 1993 Fin. Inst.
9,000 sq. ft. base years

44 East 57th Street 2,500 sq. ft. grd 15 years $ 600,000 p.a. $171 10% every four 1993 Home
1,000 sq. ft. mezz. years Furnishings
2,000 sq. ft. base

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
1993 RETAIL LEASE COMPARABLES (Cont.)
-------------------------------------

PSF 1st Yr Rent
Address Size Term Rent Excl Bsmt Escalations Year Use
- ------- ---- ---- ---- ----------- ----------- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
665 5th Avenue 1,400 sq. ft. grd 15 years $ 460,000 p.a. $328 10% every 1993 Accessories
three years lease pending

677 5th Avenue 1,700 sq. ft. grd 10 years $ 493,000 p.a. $290 12% every 1993 Shoes
1,250 sq. ft. base three years

744 Madison Ave. 3,000 sq. ft. grd 15 years $ 400,000 p.a. $133 4% per annum 1993 Restaurant
3,000 sq. ft. base

1 East 57th Street 3,882 sq. ft. base 30 years $3,750,000 p.a. $144 9% every 1993 Warner Bros
5,247 sq. ft. grd three years Studio Store
6,464 sq. ft. 2nd flr
6,817 sq. ft. 3rd flr
6,930 sq. ft. 4th flr
518 5th Floor
----------------
29,858 sq. ft. Total

</TABLE>

<PAGE>

VALUATION PREMISE

To derive an estimate of value for Rockefeller Center, all three
conventional approaches to value-the Cost, Sales Comparison and Income
Approaches, were considered.

COST APPROACH

The Cost Approach is a method by which the value of the property is derived
by estimating the replacement cost of the improvements, less the estimated
depreciation. The value of the land as if vacant is then added to the
depreciated value of the improvements. We have not included this approach given
the difficulty in accurately estimating physical, functional, and economic
depreciation. Additionally, investors would not use this approach in the
current market to assess an investment opportunity. As a result, we do not
believe the Cost Approach is the most appropriate method of valuation in this
instance.

SALES COMPARISON APPROACH

The Sales Comparison Approach is an appraisal technique in which the market
value estimate is predicated upon prices paid in actual market transactions.
Recent sales of properties similar to the property under review are identified,
analyzed and compared to the subject. In analyzing and comparing the sales
data, adjustments are made for factors such as location, time (date of
transaction), plot and building size, age and condition of buildings, etc.

The lack of truly comparable activity, coupled with the large adjustments
which must be made to those sales which did occur make accurate comparisons
difficult. We have, therefore, not relied heavily on this approach to indicate
a market value for the subject. We have, however, included recent sales in
order to provide an indication of current market activity.

INCOME APPROACH

The Income or Capitalization Approach is an appraisal technique used to
derive a value estimate based on the anticipated net income to be generated by
the property under review. The value estimate should reflect the capital amount
an investor would reasonably pay to receive this net income. The capital
amount, often called the capitalized value, is in effect, the sum of the
anticipated annual net revenues less the discount for money received in the
future. Primary emphasis has been given to this approach since this is the
methodology most often utilized by investors in income-producing property.

<PAGE>

SALES COMPARISON APPROACH

The Sales Comparison Approach produces an estimate of value for real estate
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution which states that "when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution."

By analyzing sales which qualify as arms length transactions between
willing knowledgeable buyers and sellers with reasonable market exposure, we can
identify price trends by which value parameters may be extracted. Comparability
in physical, locational and economic characteristics is an important criteria in
evaluating the sales in relation to the subject property. The basic steps
involved in the application of this approach are as follows:

1. Researching recent relevant property sales and current offerings
throughout the competitive area.

2. A selection process to focus on the properties considered most similar
to the subject, and then analyzing the selected comparable properties
given consideration to the time of sale and any change in economic
conditions which may have occurred to the date of value. Other
relevant factors of a physical, functional or location nature were
also considered.

3. Reducing the sales price to common units of comparison (i.e. price per
square foot of rentable building area).

4. Making appropriate adjustments between the comparable properties and
the property appraised.

5. Interpreting the adjusted sales data and drawing a valid conclusion.

In using the Sales Comparison Approach, we reviewed sales of Midtown office
buildings. However, the degree of comparability to the subject for many of
these buildings is quite limited. The current market conditions affecting New
York City have severely decreased sales activity, particularly in the office
sector. This is evidenced by the following chart, indicating the dramatic
decline in market activity during the past three years.

<PAGE>

OPEN MARKET SALES
MANHATTAN OFFICE BUILDINGS.
---------------------------
<TABLE>
<CAPTION>

Year Number of sales Total consideration
---- --------------- -------------------
<S> <C> <C>
1982 53 $ 504,986,800
1983 65 $ 795,057,220
1984 79 $ 962,275,799
1985 72 $1,177,704,561
1986 77 $1,778,358,797
1987 59 $1,543,518,820
1988 37 $1,232,948,659
1989 42 $1,406,818,100
1990 33 $ 574,807,050
1991 18 $ 279,940,000
1992 26 $ 266,879,996
</TABLE>

Source: Real Estate Board of New York

Focusing on the past 3 years, we were able to uncover eight sales of
significant office properties. They are discussed on the following pages.
Unadjusted prices ranged from a high of $324 psf to a low of $127 psf.
Adjustments need to be made for the motivations of the seller in that many of
these sales involve foreclosures, which indicate liquidation value rather than
market value. Liquidation values reflect significant discounts from market
value. Additionally, adjustments are necessary for age and quality of
construction, size, occupancy, strength of office location, strength of retail
location, and income generation. The necessary adjustments are so great that
the sales are, in effect, rendered incomparable. As a result, we were not able
to draw a valuation conclusion from the sales set forth on the following pages.
We have included them however, in order to provide an indication of current
market activity.

<PAGE>

SALE 1
1585 BROADWAY

LOCATION Broadway between 47th and 48th Streets

YEAR BUILT 1990

BUYER Morgan Stanley Group, Inc.

SALE DATE August, 1993

SIZE 1,340,000 sf

TOTAL PRICE $176,000,000

PRICE PER
SQ. FT. $131

COMMENTS Purchased as part of a Chapter 11 plan of reorganization by Morgan
Stanley, which will occupy 1 million square feet as their new
corporate headquarters. Only tenant is Proskauer Rose Goetz &
Mendelsohn, with 365,851 sf for 20 years beginning April 1, 1991.
Base rent is as follows:

Floors 17-27 39,535 sf Below Grade Space 26,316 sf

Years 1-10 $28.48 psf net Years 1-5 $21.00 psf net
Years 11-15 $37.50 psf net Years 6-10 $24.00 psf net
Years 16-20 $43.20 psf net Years 11-15 $27.50 psf net
Years 16-20 $33.50 psf net

<PAGE>

SALE 2
546 FIFTH AVENUE

LOCATION Northwest corner of 45th Street and Fifth Avenue

YEAR BUILT 1991

BUYER Northwest 5th Realty Corp., an affiliate of Republic National
Bank of New York

SALE DATE July, 1993

SIZE 192,040 square feet

TOTAL PRICE $27,506,000

PRICE PER
SQ. FT. $143

COMMENTS Purchased by Republic National Bank to use second floor retail
space as bank branch.

100% vacant at time of purchase.

<PAGE>

SALE 3
420 FIFTH AVENUE

LOCATION Fifth Avenue between 37th and 38th Streets

YEAR BUILT 1989

BUYER Rockefeller Foundation

SALE DATE April, 1993

SIZE 87,500 sf

TOTAL PRICE $14,900,000

PRICE PER
SQ. FT. $170

COMMENTS Office Condominium

Buyer is a nonprofit institution which purchased five floors in
the building to occupy. The foundation had been looking for a
new NYC HQ for a year, due to the expiration of its current
lease at 1133 Sixth Ave in April, 1994. They chose 420 Fifth
Avenue because it met their criteria, including good security, a
central midtown location, no threat of asbestos contamination,
and condominium ownership.

<PAGE>

SALE 4
10 EAST 53RD STREET

LOCATION South side of East 53rd Street between Madison and Fifth Avenues

YEAR BUILT 1972

BUYER Group of foreign investors including Italian Pension Fund and
Bank Cariplo

SALE DATE January, 1993

SIZE 370,241 sf

TOTAL PRICE $57,900,000

PRICE PER
SQ. FT. $156

COMMENTS At time of sale, building had an occupancy of 82%. Harper-
Collins, the major tenant, has a lease through 2002. Its
current rent, including escalations, is approximately $25 psf.

1992 financials on the property are as follows:

Effective Gross Income $10,687,900
Expenses ( 6,866,582)
------------
NET OPERATING INC $ 3,821,318

We understand that the buyer plans to achieve stabilized
earnings in 1995. The purchase price was based on a 9.0%
capitalization rate of stabilized earnings of $5.2 million. In
the buyer's analysis, it was assumed that a reduction in
assessed value to 45% of the purchase price would occur within
two years.

Subsequent to the sale, Bank Cariplo leased 16,258 sf at a flat
rent of $35 psf, with no concessions and no brokerage fee.

<PAGE>

SALE 5
1540 BROADWAY

LOCATION Easterly blockfront of Broadway between 45th and 46th Streets

YEAR BUILT 1990

BUYER Bertelsman, A.G. (German media company)

SALE DATE December, 1992

SIZE 941,000 sf of office and retail space (plus a theater, garage,
and signange)

TOTAL PRICE $119,000,000

PRICE PSF $126 based on office and retail (exclusive of theater, garage,
and signage)

COMMENTS Building contains approximately 869,000 sf of office space, a
67,000 sf retail 5-level atrium, a 1,600 seat below grade movie
theater, a 5,000 sf street level restaurant, a 150-car
underground garage, and 14,000 sf of Times square signage space.
Developed by Bruce Eichner. After two years of intense leasing
efforts, only the movie theater, garage, signage, and a portion
of the retail had been leased. Citibank foreclosed on the
property in November, 1990 and sold it to the German media
giant, who will occupy 600,000 and attempt to lease the balance.

Interests purchased were a leased fee. The estimated value of
the 250-year air rights lease, which permitted construction of
124,000 sf of building area, is estimated at $7,000,000,
bringing the total value for the fee simple interest to
$126,000,000 or $134 psf.

<PAGE>
SALE 6
320 PARK AVENUE

LOCATION Westerly blockfront of Park Avenue between 50th and 51st Streets

YEAR BUILT 1961

BUYER Mutual of America Life Insurance

SALE DATE October, 1992

SIZE 663,643 sf

TOTAL PRICE $130,000,000

PRICE PER
SQ. FT. $196

COMMENTS The building was formerly known as the ITT building, and was
delivered essentially vacant. It was purchased at $17,000,000
less than the mortgage on the property owed by the bankrupt
Olympia and York. Extensive capital improvements are planned,
primarily in the form of asbestos removal, modernization, and
replacement of the facade. The cost of these capital
improvements have been budgeted at $70,000,000. This brings the
total cost of the acquisition up to $200,000,000 or $301 psf.

<PAGE>

SALE 7
420 FIFTH AVENUE

LOCATION Fifth Avenue between 37th and 38th Streets

YEAR BUILT 1989

BUYER Girl Scouts

SALE DATE December, 1991

SIZE 174,800 sf (including 3,800 sf of grade)

TOTAL PRICE $24,000,000

PRICE PER
SQ. FT. $137

COMMENTS Office Condominium Buyer is a nonprofit organization which
purchased floors 9 through 17 to occupy. Prior to this sale,
the developer has been able to lease only 10% of the space in
the building, with Turner Broadcasting as its only tenant. They
have since increased their original lease of 60,000 sf to
115,000 sf in the building. Their original lease was signed in
January, 1991 for 20 years. The rent was $34 psf for yrs 1-
5,$38 for yrs 6-10, $42 for yrs 11-15, and $46 for yrs 16-20.
Concessions included a $70 psf workletter and 18 months of free
rent.

<PAGE>

SALE 8
99 PARK AVENUE

LOCATION East side of Park Avenue between 39th and 40th Streets

YEAR BUILT 1954

BUYER Eastgate

SALE DATE December, 1991

SIZE 480,000 sf

TOTAL PRICE $104,500,000

PRICE PER
SQ. FT. $218

<PAGE>

SALE 9
THE CROWN BUILDING
730 FIFTH AVENUE

LOCATION Northwest corner of Fifth Avenue and West 57th Street

YEAR BUILT 1921

BUYER Lexington Bldg Co

SALE DATE April, 1991

SIZE 288,720 sf

TOTAL PRICE $93,605,000

PRICE PER
SQ. FT. $324

COMMENTS This is a 26-story office building which was sold at auction
after foreclosure. A large portion of its value can be
attributable to its retail space which is arguably one of the
world's most valuable retail corners.

<PAGE>

Due to the limited number of recent office building sales, coupled with
their lack of true comparability in terms of the motivations of the parties
involved and the fact that there were no actual sales involving stabilized
multi-tenanted office buildings, it is virtually impossible to derive an
estimate of value for the property based on this approach. However, we were
mindful of recent market activity in the determination of our final estimate of
value.

One factor regarding recent sales activity which is quite apparent is the
domination of purchasers buying office building properties for their own use,
rather than the pure investor as purchaser we saw in the 1980's. Even in the
case of 10 East 53rd Street, an important factor in the deal was Bank Cariplo's
ability to take a block of space in the building for its own use. Our analysis
of Rockefeller Center has always considered the entire complex as a whole.
However, if one was to analyze each building individually, some, like 30
Rockefeller Plaza would be worth considerably more on a per square foot basis
than our overall valuation of $186 per square foot, while some of the smaller
buildings may be worth less on the basis of their current multi-tenanted
occupancy. Given current market trends, if the complex was offered for sale on
the open market, a higher price might be achieved by "dividing" the complex and
targeting some of the smaller buildings towards owner occupants. Although
possession would take some time given current lease expirations, given the
property's superb Midtown location and awareness throughout the world, in our
opinion, there would be great deal of interest among foreign entities looking to
acquire Midtown locations for their own use. This group has continued to be a
strong market force in recent years, despite the overall softness in the
investor market. In addition to the benefits of owning and controlling their
own space, and obtaining building identity, most owner users do not need to rely
on conventional bank financing. As a result, this market segment is not
impacted by the dearth of available financing for multi-tenant office properties
and can continue to pay comparatively premium prices for properties which meet
their specific needs.

<PAGE>

INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach is an appraisal technique used to derive
a value estimate based on the anticipated net income generated by the property
under review. The value estimate should reflect the capital amount an investor
would reasonably pay to receive this net income.

We have utilized a discounted cash flow analysis in order to derive our
value estimate via the Income Approach. This methodology entails the
projection, on a lease-by-lease basis, of the income, expenses, and capital
costs associated with operating the property.

Institutional investors typically evaluate properties on a 10-year or a 15-
year holding period basis. Since an inordinate number of leases turn over in
the 11th year of the cash flow, the reversionary value would be artificially
depressed if we assumed a 10-year holding period. Thus, utilizing a 15-year
holding period provides a more accurate indication of market value. As a
result, the cash flows before financing in each year of a 16-year projection
period were estimated for 1994 through 2009. For valuation purposes we have
assumed that the property is held for 15 years before resale. The gross resale
value is estimated by capitalizing at an appropriate rate the net operating
income in the 16th year of the cash flow. The cash flows plus the reversion are
then discounted on an annual basis to a present value using a pre-tax market
rate of return.

The vast majority of the property's rentable area is subject to long-term
leases that terminate in 1994 and beyond, with much of this space at below
market rental rates. Due to the large amount of space which is expected to be
released at market rental rates in 1994, as well as the leasing expenditures
expected to occur in 1994, we expect a significant increase in the value of the
subject property next year and beyond.

Using the discounted cash flow analysis, the market value estimate for the
Center as of December 31, 1993, before financing but encumbered by the Dutch
Reformed Church ground lease and the New York City Transit Authority concourse
lease, is approximately:

ONE BILLION ONE HUNDRED FIFTY MILLION DOLLARS

($1,150,000,000)

This value equates to +- $186 per square foot of total rentable area of
6,184,777 square feet.

<PAGE>

Referring to the projected Statement of Operating Income and Cash Flow, the
details of this valuation are:

15-YEAR PROJECTION PERIOD BEGINNING JANUARY 1, 1994:
---------------------------------------------------

Present Value @ 10.0% Return
----------------------------
<S> <C>

Operating Cash Flow for 1/94 - 12/2008 $ 595,880,085
Plus: Reversionary Value @ 12/2008 547,849,947
--------------
Present Value $1,143,730,032

Present Value @ 9.5% Return
---------------------------

Operating Cash Flow for 1/94 - 12/2008 $ 620,578,202
Plus: Reversionary Value @ 12/2008 586,597,372
--------------
Present Value $1,207,175,574

where

Reversionary Value (12/2008)
----------------------------

Gross Resale Value @ 7.5% Cap. Rate $2,311,621,400
Less: Selling Expense @ 1.0% Rate (23,116,214)
---------------

Reversionary Value $2,288,505,186

</TABLE>

The projected statement of Operating Income and Cash Flow and a Lease
Expiration Schedule follow. The rent roll and computer lease abstracts are in
our files and are available for review.

Note, in our discounted cash flow analysis, we utilized a real estate model
developed under the supervision of Cushman & Wakefield, Inc. using proprietary
microcomputer software developed by The Realtech Group. Results were generated
by the model based on our market, economic, leasing and other real estate
assumptions. Our assumptions as well as tenant lease data current through
September 30, 1993 were entered into the model by the above two firms.

56
<PAGE>

ROCKEFELLER CENTER PROPERTIES
TOTAL FOR ALL
BUILDINGS

CASH FLOW PRO FORMA

<TABLE>
<CAPTION>
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME:
OFFICE SPACE 127,108 152,465 162,492 168,804 183,610 188,766 197,567 205,371 206,736 208,682
RETAIL SPACE 25,769 30,606 31,297 31,455 32,046 32,810 35,013 36,374 37,993 38,291
STORAGE SPACE 5,064 3,525 3,561 3,573 3,636 3,818 4,124 4,376 4,458 4,506
MISC. SPACE 2,766 2,771 2,767 2,769 2,770 2,773 2,775 2,777 2,915 3,059
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 160,707 189,367 200,117 206,591 222,063 228,166 239,479 248,898 252,102 254,538
CPI RENTAL ESCALATION 462 516 611 806 957 1,241 1,497 1,875 2,514 3,154
OVERAGE 3,251 3,461 3,720 4,004 4,280 4,569 4,234 4,500 4,643 4,970
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 164,259 193,177 204,277 211,224 227,119 233,789 245,014 255,058 259,044 262,446

PROPERTY TAX INCOME 15,303 7,177 8,883 11,131 12,976 14,538 15,494 14,768 17,165 19,670
OPERATING EXPENSE INCOME 35,377 22,492 26,265 33,029 44,470 48,523 51,694 52,379 58,011 63,842
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 214,939 222,846 239,425 255,384 284,564 296,850 312,202 322,204 334,220 345,958

LESS: VACANCY 8,352 2,991 3,177 3,128 3,432 6,389 4,932 5,265 4,260 4,498
LESS: RENT CONCESSIONS 23,252 58,732 3,422 1,131 1,048 2,407 1,881 4,152 1,027 703
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 183,335 161,123 232,825 251,125 280,085 288,054 305,388 312,788 328,933 340,756

TENANT SERVICE 9,733 10,122 10,628 11,160 11,718 12,304 12,919 13,565 14,243 14,955
TENANT ELECTRIC 10,717 11,146 11,703 12,288 12,903 13,548 14,225 14,936 15,683 16,467
DISPLAY WINDOWS 226 234 242 251 260 268 283 306 310 315
OTHER MISCELLANEOUS INCO 658 158 166 174 182 191 201 211 222 233
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 204,666 182,780 255,561 274,994 305,144 314,362 333,012 341,801 359,387 372,722
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

OPERATING EXPENSE:
OPERATING & MAINTENANCE 61,243 63,693 66,877 70,221 73,732 77,419 81,290 85,354 89,622 94,103
UTILITIES 17,116 17,801 18,691 19,625 20,606 21,637 22,719 23,855 25,047 26,300
INSURANCE 1,514 1,575 1,653 1,736 1,823 1,914 2,010 2,110 2,216 2,326
MANAGEMENT FEE 2,635 2,740 2,877 3,021 3,172 3,331 3,498 3,672 3,856 4,049
GENERAL & ADMINISTRATIVE 1,364 1,419 1,490 1,564 1,642 1,724 1,811 1,901 1,996 2,096
REAL ESTATE TAXES 43,614 46,099 48,712 51,460 53,925 56,617 59,448 62,430 65,540 68,807
GROUND LEASE 871 882 889 894 899 925 971 979 3,536 3,544
TENANT SERVICES 6,170 6,417 6,738 7,075 7,428 7,800 8,190 8,599 9,029 9,481
TENANT ELECTRIC 10,110 10,514 11,040 11,592 12,172 12,780 13,419 14,090 14,795 15,535
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 144,478 150,975 158,797 167,014 175,220 183,962 193,161 202,777 215,425 266,027
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 60,028 31,640 96,594 107,806 129,744 130,215 139,657 138,811 143,749 146,482
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

OTHER EXPENSE:
TENANT WORK 81,769 8,664 1,039 1,660 1,574 10,924 5,230 5,869 3,381 3,156
LEASING COMMISSIONS 24,893 3,410 1,283 623 826 4,510 3,196 4,741 1,803 1,358
CAPITALIZED EXPENSE 18,797 10,115 14,879 10,992 14,167 20,825 11,775 12,364 12,982 13,631
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE (65,431) 9,451 79,393 94,531 113,177 93,956 119,456 115,838 125,584 128,337
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>

<PAGE>

ROCKEFELLER CENTER PROPERTIES
TOTAL FOR ALL
BUILDINGS

CASH FLOW PRO FORMA

<TABLE>
<CAPTION>
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
---- ---- ---- ---- ---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME:
OFFICE SPACE 220,511 243,397 249,237 253,219 260,855 282,335 321,584 328,572 332,205 335,950
RETAIL SPACE 39,496 42,119 43,338 47,638 50,986 56,165 64,075 67,146 69,181 72,670
STORAGE SPACE 4,802 5,493 5,624 5,932 6,082 6,457 7,330 7,524 7,636 7,970
MISC. SPACE 3,211 3,364 3,531 3,706 3,890 4,087 4,292 4,505 4,728 4,963
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 268,019 294,374 301,731 310,496 321,813 349,044 397,280 407,747 413,751 421,553
CPI RENTAL ESCALATION 3,182 3,259 4,545 6,297 8,037 8,822 9,693 11,197 13,324 15,631
OVERAGE 5,235 5,290 5,603 5,949 6,333 6,724 6,942 7,249 7,676 8,176
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 276,183 302,557 311,514 322,376 335,817 364,211 413,495 425,773 434,330 444,940

PROPERTY TAX INCOME 19,896 17,420 19,828 22,530 25,018 23,795 19,030 21,321 25,083 28,796
OPERATING EXPENSE INCOME 65,513 62,801 68,839 75,931 82,423 81,842 74,647 81,319 90,434 99,461
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 361,593 382,778 400,180 420,837 443,259 469,848 507,173 528,412 549,848 573,197

LESS: VACANCY 13,717 6,347 5,070 6,358 6,666 18,078 7,921 8,053 7,414 7,783
LESS: RENT CONCESSIONS 12,177 4,727 988 2,641 2,219 19,270 12,008 2,472 1,916 1,738
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 335,699 371,705 394,122 411,838 434,374 432,501 487,243 517,888 540,518 563,675

TENANT SERVICE 15,703 16,488 17,313 18,178 19,087 20,041 21,044 22,096 23,201 24,361
TENANT ELECTRIC 17,291 18,155 19,063 20,016 21,017 22,068 23,171 24,330 25,546 26,823
DISPLAY WINDOWS 358 477 487 497 508 533 586 598 611 625
OTHER MISCELLANEOUS INCO 289 258 271 284 298 313 329 345 362 380
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 369,199 407,060 431,248 450,806 475,276 475,448 532,364 565,248 590,229 615,855
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

OPERATING EXPENSE:
OPERATING & MAINTENANCE 98,808 103,749 108,936 114,383 120,102 126,107 132,413 139,033 145,985 153,284
UTILITIES 27,615 28,995 30,445 31,967 33,566 35,244 37,006 38,857 40,799 42,839
INSURANCE 2,443 2,565 2,693 2,828 2,969 3,118 3,273 3,437 3,609 3,789
MANAGEMENT FEE 4,251 4,464 4,687 4,921 5,167 5,426 5,697 5,982 6,281 6,595
GENERAL & ADMINISTRATIVE 2,201 2,311 2,426 2,548 2,675 2,809 2,949 3,097 3,251 3,414
REAL ESTATE TAXES 72,183 75,973 79,774 83,749 87,922 92,318 96,959 101,791 106,864 112,190
GROUND LEASE 3,553 3,562 3,571 3,580 3,590 3,532 3,628 3,636 3,647 3,659
TENANT SERVICES 9,955 10,452 10,975 11,524 12,100 12,705 13,340 14,007 14,707 15,443
TENANT ELECTRIC 16,311 17,127 17,983 18,882 19,826 20,818 21,859 22,952 24,099 25,304
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 237,160 248,849 261,123 274,009 287,540 301,681 316,683 332,344 348,791 366,060
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 131,880 157,863 169,757 176,425 187,359 173,372 215,240 232,457 240,986 249,337
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

OTHER EXPENSE:
TENANT WORK 38,692 8,945 3,412 5,424 6,624 39,401 9,826 5,247 5,690 5,945
LEASING COMMISSIONS 21,685 5,319 1,603 3,740 4,158 30,180 5,883 5,327 3,818 2,900
CAPITALIZED EXPENSE 14,313 15,028 15,780 16,569 17,397 18,267 19,180 20,139 21,146 22,204
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE 57,190 128,570 148,963 150,692 159,180 85,524 180,351 201,744 210,331 218,288
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

</TABLE>

<PAGE>
ROCKEFELLER CENTER PROPERTIES
TOTAL FOR ALL BUILDINGS

TENANT EXPIRATION SUMMARY

EXPR **BASED ON CURRENT TERM ONLY** CUM **BASED UPON OPTIONS EXERCISED** CUM
YEAR OFFICE RETAIL STORAGE TOTAL BLDG OFFICE RETAIL STORAGE TOTAL BLDG
- ---- ------ ------ ------- ----- ---- ------ ------ ------ ----- ----

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993 36,647 3,791 1,521 41,959 0.7% 36,647 3,791 1,521 41,959 0.7%
1994 2,630,076 161,546 78,029 2,869,651 51.2% 1,443,820 140,079 63,934 1,647,833 29.4%
1995 255,854 41,398 9,774 307,026 5.5% 255,854 41,398 9,774 307,026 5.5%
1996 70,691 37,235 7,441 115,367 2.1% 70,691 37,235 7,441 115,367 2.1%
1997 101,584 18,592 3,186 123,362 2.2% 101,584 18,213 4,671 124,468 2.2%
1998 105,552 3,516 2,531 111,599 2.0% 105,552 3,516 2,531 111,599 2.0%
1999 46,008 54,945 14,174 115,127 2.1% 46,008 54,945 14,174 115,127 2.1%
2000 298,108 17,459 9,644 325,211 5.8% 298,108 17,459 9,644 325,211 5.8%
2001 26,248 12,651 477 39,376 0.7% 26,248 12,651 477 39,376 0.7%
2002 91,179 28,774 9,866 129,819 2.3% 91,179 4,277 1,149 96,605 1.7%
2003 48,092 10,133 381 58,606 1.0% 48,092 10,133 381 58,606 1.0%
2004 165,563 14,774 8,627 188,964 3.4% 165,563 14,774 8,627 188,964 3.4%
2005 54,369 8,245 3,445 66,059 1.2% 97,831 8,245 3,445 109,521 2.0%
2006 22,083 6,638 211 28,932 0.5% 22,083 6,638 211 28,932 0.5%
2007 50,941 3,693 198 54,832 1.0% 50,941 28,190 8,915 88,046 1.6%
2008 137,290 17,513 4,795 159,598 2.8% 137,290 17,513 4,795 159,598 2.8%
2009 322,634 19,830 5,372 347,836 6.2% 144,211 6,935 1,184 152,330 2.7%

2012 0 16,384 2,115 18,499 0.3% 0 16,384 2,115 18,499 0.3%
2013 0 5,996 3,482 9,478 0.2% 0 5,996 3,482 9,478 0.2%
2014 253,449 7,485 0 260,934 4.7% 431,872 22,057 5,485 459,414 8.2%
2015 0 0 222 222 0.0% 0 379 222 601 0.0%

2020 93,260 3,405 1912 98,577 1.8% 93,260 3,405 1,912 98,577 1.8%

2022 137,020 0 640 137,660 2.5% 0 0 640 640 0.0%

2032 0 0 0 0 0.0% 1,279,814 19,790 11,313 1,310,917 23.4%

</TABLE>

<PAGE>

The assumptions pertaining to our analysis are detailed on the following
pages.

RENTABLE AREA:

The total area of the Center is 6,184,777 square feet based on the 1968
Real Estate Board of New York Standard Method of Floor Measurement for Office
Buildings. The exhibit on the following page summarizes space use by
building.

The 80,654 square feet of miscellaneous and property management space is
currently office, shop and storage space, primarily utilized in the operation
and management of the property. For projection purchases, it is not
considered as income producing space, and termed "non-rentable."

Of the remaining 6,104,123 square feet of rentable area, office space
comprises 5,422,247 square feet, or 89%. The NBC studio space is included in
the office area. It should be noted that although the studio space is
included in the office area in this summary of rentable area, individual
rental rates were applied to the studio and office spaces (see National
Broadcasting Company, Inc. Agreement for Extended and Expanded Occupancy of
Space in Rockefeller Center in the Addendum to this report).

Retail space accounts for 512,365 square feet, or 8% of rentable area.
The space is located at the street and concourse levels. The Rainbow Room,
located on the 64th through 66th floors of the GE Building, is also included
in the retail space component as are the Plaza area shops.

Storage space accounts for 169,511 square feet, or 3.0% of rentable
area. It is located in the interior of office floors and at various below
grade levels throughout the property.

<PAGE>

EXHIBIT I

ROCKEFELLER CENTER PROPERTIES
ALL BUILDINGS

TOTAL AREA(1)

BUILDING MISC &
-------- PROPERTY
NO. NAME OFFICE RETAIL STORAGE SUBTOTAL MANAGEMENT TOTAL
- -- ---- ------ ------ ------- -------- ---------- ------

<C> <S> <C> <C> <C> <C> <C> <C>
1 GE Building 1,689,069 130,533 32,280 1,851,882 22,399 1,874,281
2 La Maison Francaise 71,320 26,175 5,817 103,312 1,501 104,813
3 British Building 71,076 19,419 12,178 102,673 0 102,673
5 One Rockefeller Plaza 435,910 25,804 7,832 469,546 1,977 471,523
6 International Building 878,603 105,879 32,397 1,016,879 13,350 1,030,229
7 Associated Press Building 301,096 35,550 36,296 372,942 27,335 400,277
8/14 Paramount Publishing 538,169 40,335 13,579 592,083 8,387 600,470
9 GE West Building 151,687 0 0 151,687 0 151,687
10 1270 Avenue of the Americas 375,548 7,346 2,528 385,422 3,404 388,826
11 Ten Rockefeller Plaza 233,786 51,334 6,209 291,329 190 291,519
13 Sunken Plaza 0 17,228 0 17,228 0 17,228
17 600 Fifth Avenue 291,391 41,399 20,395 353,185 2,111 355,296
51 Subway Concourse 0 5,751 0 5,751 0 5,751
52 Hurley's Restaurant 0 2,266 0 2,266 0 2,266
54 Lindy's Restaurant 0 3,346 0 3,346 0 3,346
99 NBC Studio Building 384,592 0 0 384,592 0 384,592

TOTAL 5,422,247 512,365 169,511 6,104,123 80,654 6,184,777

<FN>
- --------------------------
(1) Based on 1968 Real Estate Board of New York Standard Method of Floor Measurement for Office Buildings. Excludes Radio
City Music Hall.

</TABLE>

<PAGE>

INCOME:

1. BASE RENTAL INCOME:

a. Minimum Base Rent
b. CPI Escalation
c. Percentage Rent

a. MINIMUM BASE RENT:

Base rent is projected by space use as discussed previously: office,
retail, and storage. For current tenants, base rental income includes the
base rent and contractual rent steps-up specified in existing leases. Where
lease terms specify as such, sublease profits from currently sublet space,
and CPI escalation income through December, 1993 are also included in base
rent. Exhibit II is a schedule of Management's 4th quarter 1993 asking
rental rate schedule for space in the property. Due to successful leasing
activity, the asking rental rate schedule was recently adjusted upward from
last year in response to the stronger economic climate.

In arriving at our estimates of current market rental rates for office
space in Rockefeller Center, we relied primarily upon actual lease
transactions made in 1993 for office space within Rockefeller Center.
Exhibit III summarizes the rental income terms of several recently signed
leases within Rockefeller Center.

As previously discussed, Rockefeller Center has completed a
remeasurement of each of its buildings in accordance with current industry
norms. Under these guidelines, rentable area is calculated on the basis of a
25% add-on factor to useable area. Although the exact impact of the
remeasurement varies by building, we understand that the remeasurement has
increased the expression of overall rentable area at the Center by
approximately 19%.

As anticipated last year, new leases have been written on the basis of
the remeasured square footage while renewal leases continue to reflect the
1968 remeasurements. In 1991's report we anticipated that the remeasurement
would result in an overall increase in rental income. The Center's leasing
experience the past two years has not supported this assumption. Thus, as in
last year's analysis, we have taken a more conservative approach and assumed
that the face rent for new and renewal leases is roughly equivalent on a
standardized per square foot basis.

<PAGE>

EXHIBIT II
ROCKEFELLER CENTER PROPERTIES
1993 ASKING RENTAL RATE SCHEDULE

OFFICE:

BLDG BASE RENT
NO. BUILDING NAME FLOOR (P.S.F.)
- ---- ------------- ----- ---------
<C> <S> <C> <C>

1 GE Building 2-12 $41
14-27 42
28-40 45
41-52 47
53-63 49

2 La Maison Francaise 2-7 42

3 British Building 2-7 42

5 One Rockefeller Plaza 2-7 41
8-17 43
18-26 46
27-34 48

6 International Building 2-6 41
7-12 43
14-26 45
27-39 47

7 Associated Press Building 2-4 41
5-12 45
13-15 47

8/14 Simon & Schuster 2-8 41
9-21 46

9 GE West Building 2-11
12-16

10 1270 Avenue of the Americas Mezz-7 41
8-15 42
16-23 43
24-31 46

11 Ten Rockefeller Plaza 2-4 41
5-12 43
14-16 46

17 600 Fifth Avenue 2-10 41
11-27 43

</TABLE>

<PAGE>

EXHIBIT III
1993 OFFICE LEASING ACTIVITY

New (N)/
Building Lease Renewal(R) Area(1) Term Rent Step-Ups CPI
-------------
Number Name Date Tenant Floor (sq.ft.) (Yrs) (sq.ft.) Year PSF Escalation Comments
- ------ ---- ----- --------- ----- -------- ------- -------- ----- -------- ---------- --------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 30 Rockefeller Plaza 9/93 R 45 1,483 10 $48.40 5 $51.86 - 4 months free rent;
(General Electric) $33.72/sq.ft. work
letter.

6/93 R 54-56 74,730 15.5 $35.32 3.5 $37.71 - 14 months free
rent; $15.85/sq.ft.
work letter.
6.5 $40.09
9.5 $42.48
12.5 $44.87

5/93 R 43 3,701 15 $42.71 - - - 6 months free rent;
$63.65/sq.ft. work
letter.

1/93 R 45 1,181 7 $43.15 - - - no free rent; no
work letter.

10/94 R 38-40 81,409 15 $35.70 6 $40.03 - 6 months free rent;
$30.75/sq.ft. work
letter.
11 $44.36

10/94 R 30-37 219,372 20 $40.89 6 $44.40 - 25 months free
rent; $6.50/sq.ft.
work letter.
11 $48.26
16 $50.61

2 610 Fifth Avenue 7/93 N 3 3,292 10 $37.84 3 $40.53 - 9 months free rent;
(La Maison Francaise) no work letter.
6 $43.01
9 $45.48

2/93 R 25 2,918 6 $34.00 - - - 5 months free rent;
no work letter.

1/93 R 4 3,929 5.9 $44.11 - - - 5 months free rent;
$33.35/sq.ft. work
letter.

5 One Rockefeller Plaza 9/93 R 9 3,360 5.1 $52.70 - - - 3 months free rent;
$59.88/sq.ft. work
letter.

7/93 R 14 2,860 10 $43.14 5 $46.73 - 9 months free rent;
$53.92/sq.ft.
workletter.

2/93 N 35 4,920 14.8 $38.61 4.8 $42.77 3.25 15 months free
rent; $65.34/sq.ft.
workletter.
9.8 $46.33
1/94 R 11 13,157 15 $34.00 6 $38.00 - 5.8 months free
rent; $37.50/sq.ft.
work letter
11 $43.00

7 50 Rockefeller Plaza 7/93 R 8 1,623 11.3 $36.76 3 $39.75 - 1 month free rent;
(Associated Press) $30.09/sq.ft.
workletter.
8 $42.75

10/94 R 3-10 138,276 10 $34.92 - - - 4.5 months free
rent; $30.54/sq.ft.
work letter.

</TABLE>

<PAGE>

EXHIBIT III (Con't)

1992 OFFICE LEASING ACTIVITY
<TABLE>
<CAPTION>

New (N)/
Building Lease Renewal(R) Area(1) Term Rent Step-Ups CPI
------------
Number Name Date Tenant Floor (sq.ft.) (Yrs) (sq.ft.) Year PSF Escalation Comments
- ------ ---- ----- --------- ----- -------- ----- -------- ---- ------ ---------- --------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6 630 Fifth Avenue 9/93 N 34 9,951 10 $34.63 3 $39.41 - 4 months free rent;
(International) $23.88/ sq. ft.
work letter;
6 $44.48

5/93 R 18 1,096 7.3 $40.00 - - - no free rent; no
work letter

3/93 R 8 2,106 5 $35.00 - - - no free rent; no
work letter.

2/93 R 15 5,332 10 $41.73 5 $45.30 _ 10 months free
rent; $54/sq.ft.
workletter.

2/93 N 7 13,622 15 $33.23 1.5 $32.50 - 8 months free rent;
$22.53/sq.ft.
workletter.
5 $35.50
10 $38.50

8/14 1230 Avenue of 6/93
the Americas R 16 26,408 15 $25.23 1 $30.39 - 15 months free
rent; no workletter
4 $37.25
8 $43.26

10 1270 Avenue of 9/93
the Americas R 29 2,812 10 $40.38 5 $43.98 - 12 months free
rent; $21.34/sq.ft.
work letter

7/93 N 24 2,328 10 $40.36 5 $45.75 - 12 months free
rent; $53.30/sq.ft.
workletter.

1/93 N 27 1,884 13.7 $34.00 3.5 $38.00 - 14.5 months free
rent; $54.83/sq.ft.
workletter.
6.5 $39.00
10.5 $45.00

11 Ten Rockefeller Plaza 10/94 N 4 34,077 15 $35.80 6 $41.77 - 20 months free
rent; $20.29/sq.ft.
work letter.
11 $48.93
16 $56.09

17 600 Fifth Avenue 5/93 N 22 2,575 6 $36.83 2 $39.28 - 4 months free rent;
$36.83/sq.ft.
workletter

<FN>

(1) All space reported on the basis of the 1968 REBNY measurement standards.

</TABLE>
64

<PAGE>

In addition to the recent leasing activity at Rockefeller Center, we were
also mindful of several major lease transactions which were concluded in 1993 in
Midtown Manhattan office buildings which might be considered competitive with
Rockefeller Center. Summaries are set forth below:

Tenant: John Nuveen & Company
Building: The Swiss Bank Tower
Address: 10 East 51st Street
Area: 15,000 square feet
Term: 10 years
Rent: Yrs. 1-5 $50 psf; Yrs 6-10 $55 psf
Free Rent: 12 months
Workletter: $55.00 per square foot
Date Signed: 3rd Qtr 92

Tenant: Oppenheimer Wolff & Donnelly
Building: Citicorp Center
Address: 153 East 53rd Street
Area: 14,000
Term: 7 years
Rent: Yrs. 1-3 $36 psf; Yrs 4-7 $40
Free Rent: 9 months
Workletter: $55.00 per square foot
Date Signed: 2nd Qtr 93

Tenant: Confidential
Building: 712 Fifth Avenue
Area: 7,500 square feet
Term: 15 years
Rent: Yrs. 1-5 $35 psf; Yrs 6-10 $39 psf: Yrs 11-15 $43 psf
Free Rent: 12 months
Workletter: $45.00 per square foot
Date Signed: 2nd Qtr 93

Tenant: Confidential
Building: 712 Fifth Avenue
Area: 10,000 square feet
Term: 15 years
Rent: Yrs. 1-5 $46 psf; Yrs 6-10 $50 psf: Yrs 11-15 $54 psf
Free Rent: 12 months
Workletter: $60.00 per square foot
Date Signed: 2nd Qtr 93

<PAGE>

Tenant: Becker Glynn Melamed and Muffly
Building: 299 Park Avenue
Area: 13,860 square feet
Term: 10 years
Rent: Yrs 1-5 $36.00 psf; Yrs 6-10 $40 psf
Free Rent: 12 months
Workletter: $60.00 per square foot
Date Signed: 1st Qtr 93

Tenant: Cushman & Wakefield
Building: CBS Building
Address: 51 West 52nd Street
Area: 140,000 square feet
Term: 15 years
Rent: Yrs 1-5 $30.00 psf; Yrs 6-10 $33 psf; Yrs 11-15 $35 psf
Free Rent: 12 months
Workletter: $57.00 per square foot
Date Signed: 1st Qtr 93

Tenant: Mastercard International
Address: 1345 Avenue of the Americas
Area: 343,133 square feet
Term: 21.5 years
Rent: Yrs 1-5.5 $30.00 psf; Yrs 5.5-11.5 $42.50 psf; Yrs 11.5-
16.5 $47.00 psf; Yrs 16.5-21.5 $51.50 psf.
Free Rent: 18 months
Workletter: $60.00 per square foot
Date Signed: 1993

Tenant: Confidential
Building: Harper-Collins Building
Address: 10 East 53rd Street
Area: 8,129 square feet
Term: 10 years
Rent: Yrs 1-5 $35.00 psf; Yrs 6-10 $38.00 psf
Free Rent: 4 months
Workletter: $17.00 per square foot
Date Signed: 1993

<PAGE>

Tenant: Capital Reinsurance
Address: 1325 Avenue of the Americas
Area: 22,693 square feet
Term: 16.3 years
Rent: Yr 1 $0.00 psf; Yr 2-6 $34.11 psf; Yr 7-11 $37.27 psf;
Yrs 12-16 $41.65 psf;
Free Rent: 16 months
Workletter: $55.00 per square foot
Date Signed: November, 1992

Tenant: Nozaki
Address: 1325 Avenue of the Americas
Area: 18,000 square feet
Term: 15.6 years
Rent: Yr 1 $0.00 psf; Yr 2 $15.43 psf; Yr 3 $39.27 psf;
Yrs 4 $44.42 psf; Yrs 5-6 $44.57 psf; Yr 7 $45.42
Yrs 8-9 $46.42; Yr 10 $47.42; Yrs 11-12 $48.42;
Yr 13 $48.92; Yr 14 $49.42; Yr 15 $40.63 psf
Free Rent: 16 months
Workletter: $60.00 per square foot
Date Signed: January, 1994

Tenant: Kintatau
Address: 1325 Avenue of the Americas
Area: 18,760 square feet
Term: 16 years
Rent: Yr 1 $20.00 psf; Yr 2 $32.30 psf; Yr 3 $34.30 psf;
Yrs 4-6 $36.30 psf; Yrs 7-11 $38.30 psf; Yrs 12-16 $41.30
psf
Free Rent: 12 months
Workletter: $70.00 per square foot
Date Signed: October, 1993

<PAGE>

Tenant: Bursham Securities
Address: 1325 Avenue of the Americas
Area: 22,683 square feet
Term: 5 years
Rent: Yrs 1-5 $33.25 psf
Free Rent: 6 months
Workletter: $50.00 per square foot
Date Signed: June, 1993

Tenant: Chevron Oil
Address: 1325 Avenue of the Americas
Area: 10,000 square feet
Term: 10 years
Rent: Yr 1 $25.00 psf; Yrs 2-3 $26.00 psf; Yrs 4-5 $28.00 psf;
Yrs 6-7 $29.00; Yr 8 $30.00 psf; Yr. 9 $30.50; Yr 10
$31.00
Free Rent: 3 months
Workletter: $8.00 per square foot
Date Signed: January, 1994

As the lease data indicates, midtown Manhattan office rents have stabilized
and begun to increase for large blocks of contiguous space.

In light of recent market activity as well as the quality of the real
estate, for projection purposes, we have estimated 1994 market rents at
Rockefeller Center as follows:

<PAGE>

1994 ESTIMATED MARKET RENTS

OFFICE SPACE
- ------------

Floor Rent
----- ----
01 - GE Building 2-12 $36
1-27 37
28-40 39
41-52 41
53+ 43

02 - French & 03 - British Buildings All 37

05 - One Rockefeller Plaza 2-7 34
8-17 36
18-26 38
27-34 40

06 - International Building 2-6 34
7-12 36
14-26 38
27-39 40

07 - Associated Press Building 2-4 34
5-12 37
13-15 39

08 - Simon & Schuster Building 2-8 34
9-21 39

10 - 1270 Avenue of the Americas 2-7 32
8-15 35
16-23 37
24-31 39

11 - Ten Rockefeller Plaza 2-4 33
5-12 36
14-16 40

17 - 600 Fifth Avenue 2-11 35
11-27 38

99 - NBC Studio Space All Per Agreement

<PAGE>

RETAIL SPACE
------------

LOCATION PSF
-------- -----

5th Avenue $210
6th Avenue $100
Side Streets $ 60-$100
Concourse $ 42
Mezzanine $ 42

STORAGE SPACE All $ 22

It should be noted that our rental rate estimates reflect a level similar
to our 1991 report. Rents were increased in buildings 5, 6, and 7 by $1 psf,
and decreased in building 17 (floors 11-27) by $2 psf from last year's estimated
market rents. We have assumed that rental rates will increase by 4% in 1994,
increasing at an average rate of 5% per annum thereafter. Due to the fact that
new construction starts have virtually come to a halt, we would anticipate that
much of the current oversupply of space will be absorbed next year, resulting in
a more stabilized economic climate.

Upon expiration of leases, it has been assumed that the space will be
leased at the then prevailing market rents.

STEP-UPS IN BASE RENT

We have further assumed that the base rent for new leases will have step-
ups of 10% every five years for leases signed through 1995. Leases signed in
1996 and thereafter are assumed to have a step-up of 15% of the base rent every
five years.

GARAGE

The garage, a five-level facility with a legal capacity of 725 stalls, is
under a net operating lease to Rockefeller Center Management Corporation through
December 31, 2000, with successive five-year renewal options subject to the
renewal of the Management and Rental Agreement with Rockefeller Center
Management Corporation in accordance with its terms. The base rent is
$2,711,000.

SUBLEASE PROFITS

Currently, there are a number of tenants whose space has been sublet, with
profits shared

<PAGE>

DOUGLAS ELLIMAN APPRAISAL AND CONSULTING DIVISION

on the basis of ratios between 50% and 100%. Sublease profits have been
projected on a lease-by-lease basis. Please note that sublease profits are only
shared in instances where the tenant's lease specifies as such. We have
conservatively assumed that no profits from new sublease arrangements will be
generated during the projection period and that current sublease profits will
terminate as leases expire.

b. CPI ESCALATION:

For projection purposes, CPI escalation income represents the increase in
rental income from 1994 through the end of the projection period resulting from
the CPI escalation provisions of existing leases (as mentioned previously, CPI
escalation prior to 1994 is included in base rent).

A review of 1993 lease transactions at the Center indicates that given the
softness in the real estate market, Management has not been able to obtain the
25% CPI provision for new leases as it had in the past. As a result, for the
purposes of this analysis we have assumed that no new leases will contain CPI
escalations through 1995. After 1995, for spaces of less than 50,000 square
feet, new leases will once again contain a 25% annual CPI escalation.

For purposes of projecting CPI escalation income for both new and existing
leases, we have assumed that the CPI for All Urban Consumers for New York, New
York, Northeastern, New Jersey will increase at an average annual growth rate of
4% in 1994, and 5% thereafter.

c. PERCENTAGE RENT:

Most existing retail leases contain percentage rent provisions, typically
in the order of 6% to 10% of sales in excess of a standard (or natural)
breakpoint. Percentage rent for current tenants reflects the specific
provisions of each lease.

When existing retail leases terminate we have assumed new leases will
contain percentage rent provisions specifying the same percentage rent rate and
a standard breakpoint. For the approximately 68,540 square feet of currently
vacant retail space, we have assumed a percentage rent rate of 7%.

Actual retail sales were last updated in 1992. For new tenants that took
occupancy in 1993 and for the vacant space, we have assumed a 1994 sales level
such that the breakpoint will be achieved in the third year of the lease.

<PAGE>

Retail sales are projected to increase 4% in 1994 and 5% per annum
thereafter. As leases terminate, sales associated with each space are assumed
to continue to increase by this growth rate.

The Rainbow Room is under an operating lease to B.E. Rock Corp. and the Sea
Grill is under an operating lease to RAROC. Both lease agreements require
percentage rents to be paid based on gross sales on a calendar year basis.
Sales for 1994 are projected to be approximately $18,400,000 for B.E. Rock and
$18,900,000 for RAROC. In accordance with other retail sales, gross revenues at
the Rainbow Room and the Sea Grill are assumed to increase by 4% in 1994 and 5%
per annum during the balance of the projection period.

2. EXPENSE ESCALATION INCOME:

Expense escalations relate to

a. Operating Expenses
b. Real Estate Taxes

a. OPERATING EXPENSE ESCALATION:

Operating expense escalation provisions for existing leases are generally
based on one of two calculation methods: (1) multiple of pro rata pass-through
of increases in operating expenses over a base year amount paid on a calendar
year basis and based on either current year expense estimates or prior year
actual expenses; or (2) multiple of the increase in the porters wage rate
without fringe benefits over a base year rate on a calendar year basis. The
multiples for these methods are typically 1.0, 1.1 or 1.2 i.e., (1) 100% or 120%
of pro rata or (2) penney for penny, 1.1. cents per cent or 1.2 cents per cent.

For the most part, tenants pay operating expense escalations based on the
actual expenses. A number of office tenants in this group have contracted for
the cleaning of their own space. Generally, retail and storage tenants are not
subject to cleaning expenses. Retail tenants are also not subject to expenses
associated with elevator operations.

We have been advised that most recently signed leases contain an operating
expense escalation provision based on a 110% pass-through of expense increases.
Given Management's continued ability to provide for expense escalations in new
leases on this basis, we have assumed

<PAGE>

all new office, retail and storage space leases will include an operating
expense escalation provision based on a 110% pass-through of the increase in the
applicable operating expenses (e.g., with or without cleaning, etc.) over the
base year expenses in the year of occupancy and paid currently on a calendar
year basis.

Pursuant to agreement, porters' wages are set at $14.29 per hour for 1994.
We have assumed that the porters' wage rate will increase 4% in 1994, and 5% per
annum thereafter.

b. REAL ESTATE TAX ESCALATION:

Real Estate Tax escalation provisions for existing leases are generally
based on a 100% pro rata pass-through of increases in real estate taxes over a
base year amount paid currently on a calendar year basis and include legal fees
in connection with certiorari proceedings. We have assumed the real estate tax
escalation provision included in new leases will be of this form with the base
year amount equal to the taxes in the year of occupancy.

Note, certain existing leases contain an expense base that includes both
operating expenses and real estate taxes. For projection purposes, real estate
tax escalation for these tenants is included in operating expense escalation.

3. OTHER INCOME:

Other income is derived from several sources:

a. Tenant Electricity
b. Tenant Sales
c. Display Windows

a. TENANT ELECTRICITY:

Tenants currently pay for tenant electricity on either a submetered basis,
or on a rent inclusion basis -- essentially in the Simon & Schuster Building
and 600 Fifth Avenue. Submetered tenants are typically billed at either 103% of
the wholesale rate or at the retail rate.

We have assumed that space currently subject to the electric rent inclusion
method will continue to be billed in this manner throughout the projection
period. The Operating Income

<PAGE>

and Cash Flow Statement reflects gross electric income and expenses. Tenant
electric income for existing tenants is projected by increasing 1993 charges at
an average annual growth rate of 5%, assuming electric usage will remain
relatively constant. As existing leases terminate, we have assumed new leases
will contain an electric rent inclusion share equivalent to the charge
Management is currently incorporating in new leases, increased to the year of
occupancy at 4% for 1994 and 5% per annum for the balance of the projection
period.

For the remainder of the rentable area billed on a submetered basis, we
have assumed all new leases will include a tenant electricity charge based on
103% of the wholesale rate. The 1994 budget projects gross revenues from tenant
electric of $10,717,000 and tenant electric expenses of $10,110,000, for a 1994
profit of $607,000, which we have assumed will increase 4% in 1994 and an
average of 5% per annum thereafter.

b. TENANT SERVICES:

Tenant services profits are derived from the sales of services and are
comprised mostly of after hours air-conditioning and refrigeration charges.
Also included are utilities to restaurants; labor, such as carpenters,
locksmiths and porters; some cleaning; and after hours elevator service. Net
income from tenant services budgeted for 1994 is $3,563,000.

For the balance of the projection period we have assumed this income will
increase at an average growth rate of 4% in 1994 and 5% per annum thereafter.

c. DISPLAY WINDOW INCOME:

Display window income for 1994 is projected at $226,000. Included in this
figure is income generated from the leasing of display windows situated at
various concourse, mezzanine and street locations throughout the property.

4. VACANCY, CREDIT LOSS AND RENT CONCESSIONS:

For projection purposes, a reduction from gross potential income results
from the rental loss associated with:

a. Initially Vacant Space
b. Vacancy Between New Tenancies and Unscheduled Vacancy and Credit Loss
c. Rent Concessions

<PAGE>

a. INITIALLY VACANT SPACE:

As of September 30, 1993 there was 362,375 square feet of vacant space.
The following chart summarizes the vacant area by space use category.

Space Use Vacant Area
--------- -----------

Office 329,919
Retail 23,257
Storage 9,199

Total 362,375

We have assumed this space will be leased over the next 3 month period in
accordance with our leasing assumptions regarding vacancy between new tenancies
as set forth below.

b. VACANCY BETWEEN NEW TENANCIES AND UNSCHEDULED VACANCY AND CREDIT LOSS:

Due to the significant amount of turnover occurring in 1994, we have
assumed that there is a 12-month downtime between new leases for all expirations
occurring in 1994. Thereafter, our leasing assumptions provide for an average
3-month vacancy between new tenancies. In addition to anticipated vacancies
between tenancies, a general vacancy and credit loss of 1% has been applied to
reflect losses from unscheduled vacancy and from bad debts, which are typically
associated with the operation of large, multi-tenant office buildings. Despite
the problems in the local economy, the 1% allowance is consistent with the
Center's collection experience over the past few years.

c. RENT CONCESSIONS:

Rent concessions are typically used to abate rent during the initial months
of a lease while tenant improvements are in progress, or in softer markets, to
reduce effective rents while maintaining base rent levels. Based on current and
anticipated market conditions, we have assumed a rent concession schedule for
new and renewal leases that specifies for each tenant space category the number
of months of free rent at the start of each lease. (Refer to the following
section of Lease Assumptions).

<PAGE>

LEASING ASSUMPTIONS:

1. PROBABILITY OF TENANT RENEWAL:

In general, we have assumed the probability of lease renewal by tenant
category for tenants at the expiration of existing and future leases as follows:

Tenant Space Category Renewal Probability
--------------------- -------------------

Office: Over 50,000 sf or more 70%
10,000 sf to 50,000 sf 60%
Less than 10,000 sf 50%

Retail: 50%

Storage: Associated with Office Lease Same Probability
Otherwise 50%

Lease expirations in 1994 account for almost 2.9 million square feet. Of
that total, approximately 65% of the space is for tenants occupying over 25,000
square feet. Given the magnitude of the 1994 rollovers, Management has been
actively negotiating with many of these tenants and/or their subtenants
regarding renewal of their leases. Based upon negotiations to-date, we
understand renewal expectations for these tenants and/or subtenants are as
follows:

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1994 LEASE EXPIRATIONS

Total Already Expect Expect Not
Expiring Sq.Ft. Renewed To Renew To Renew
--------------- ------- -------- ---------
<S> <C> <C> <C> <C>

Top Ten Tenants 1,122,832 632,782 184,656 305,394
(56%) (16%) (28%)

Other Tenants 775,483 246,137 262,569 266,777
(> 25,000 sq.ft.) (32%) (34%) (34%)

Mid-Size Tenants 585,498 211,798 167,004 206,696
(10,000-25,000 sq.ft.) (36%) (29%) (35%)

Small Tenants 415,744 188,414 167,102 60,228
---------
(< 10,000 sq.ft.) (45%) (40%) (15%)

Total 2,899,557 1,279,131 781,331 839,095
(44%) (27%) (29%)

</TABLE>
- --------------------------------------------------------------------------------

<PAGE>

Among the major tenants with leases expiring in 1994 which have already
renewed or committed to renew are:

Simon & Schuster 195,506 sf
Chadbourne & Parke 219,372 sf
Associated Press 138,276 sf
Donavan & Leisure 81,409 sf
Lazard Freres & Co. 172,216 sf
Reboul, MacMurray 68,852 sf

Based upon this information, renewal probabilities for tenants whose leases
expire in 1994 reflect a weighted average based upon the percent of tenants with
a 100% renewal expectation, those with no chance of renewal and the general
renewal expectations set forth above being applied to the percent of tenants who
are as yet undetermined.

Note, the probability scenarios discussed above is not applicable to
tenants assumed to exercise specific lease options (refer to the following
section concerning Options).

3. LEASE TERMS:

We have assumed the following lease terms for new leases:

Tenant Space Category Years
--------------------- -----

Office: Over 50,000 sf or more 15
10,000 sf to 50,000 10
Less than 10,000 sf 5

Retail: 15

Storage: Associated with Office
Lease Same Term
Otherwise 10

4. MONTHS VACANT:

We have assumed an average 12 month vacancy between new tenancies in 1994
and a 3 month vacancy thereafter, in addition to the previously discussed 1%
allowance for vacancy/credit loss.

5. RENT CONCESSIONS:

Rent concessions are typically negotiated with tenants to partially or
fully abate rent during the initial months of a lease when the construction of
tenant improvements by the landlord or tenant is ongoing and, sometimes, also in
lieu of a landlord work letter. In soft markets, such

<PAGE>

as the one we are now experiencing, rent concessions are frequently used as a
competitive marketing tool to reduce effective rents while maintaining base
rent levels. We have assumed the following schedule of rent concessions:

New and Renewal Tenants Rent Concession - Months
Tenant Space Category 1994 1995-7 Thereafter
----------------------- ---- ------ ----------

Office: Over 50,000 sf or more 12 9 4
10,000 sf to 50,000 sf 9 6 2
Less than 10,000 sf 4 3 1

Retail: 4 2 2

Storage: None None None

6. OPTIONS:

The following eight major tenants have lease renewal options: NBC, GE,
Associated Press, Chemical Bank, Golddome Bank, Burke & Burke, Davis Hoxie
Faithfull and Hapgood, and Manufacturers Hanover Trust. Associated Press has
already committed to renewing its lease.

Among the balance, except for NBC and GE, the other tenants have
essentially market rate options. Therefore, for projection purposes, we have
conservatively assumed that at the expiration of existing leases, the space
occupied by these other tenants will be leased in accordance with the previously
discussed leasing assumptions in terms of renewal probability, lease term, etc.
Since the merger of Chemical Bank and Manufacturers Hanover Trust, reports
indicate that there is a great deal of excess space between the two banks and
that a renewal at Rockefeller Center is unlikely. The limited possibility of
renewal for these tenants has been factored in to our analysis.

NBC has three successive 10-year lease extension options (for details, see
National Broadcasting Company, Inc. Agreement for Extended and Expanded
Occupancy Of Space In Rockefeller Center in the Addendum to this report). The
NBC extension options commence after October, 2022. We have assumed that these
renewal options at the same terms as existing leases will be exercised by the
tenants. A review of the applicable leases indicated that no broker obligations
exist, and we have assumed no tenant alternations will be made. After the
expiration of these options, with the exception of NBC, we have assumed that the
tenants will vacate their space and the general leasing assumptions, as stated
previously, will apply.

<PAGE>

EXPENSES:

For projection purposes, we have considered the following expense
categories:

1. Operating Expenses
Utilities
Repairs & Maintenance
Other
General & Administrative
2. Real Estate Taxes
3. Management Fee
4. Lease Payments
Dutch Reformed Church Ground Lease
N.Y.C. Transit Authority Concourse Lease

1. OPERATING EXPENSES:

Operating Expenses include:

- Utilities - Building electricity, steam and water.

- Repairs & Maintenance - elevators, building, cleaning and
engineering.

- Other - Insurance, security, uniforms, supply
center, telephone, gardens, Christmas
tree and miscellaneous items.

- General & Administrative - payroll, supplies and miscellaneous.

Estimated operating expenses for 1994 as provided by Management can be
summarized as follows:
1994 Estimated
Operating Expenses
------------------
($000)

Operating & Maintenance $ 61,243
Utilities 17,116
Insurance 1,514
Management Fee 2,635
General & Administration 1,364
Concourse Lease 871
------------
Total Expenses $ 84,743 *
Expenses PSF $ 13.70

* These expenses exclude Tenant Service expenses and Tenant Electric expenses.

<PAGE>

The following chart sets forth actual 1992 operating costs on a per square
foot basis for several major office buildings. Please note that these actual
1992 expenses must be adjusted upward for two years of inflation in order to
compare them to budgeted 1994 expenses at Rockefeller Center.

Actual
1992 Operating
Expenses/Sq.Ft.
Building Rentable Area
-------- ---------------

110 East 59th Street $ 8.02

1 Dag Hammaerskjold Plaza $ 7.55

630 Third Avenue $ 8.11

133 East 58th Street $11.10

600 Madison Avenue $10.69

Due to the nature of the Rockefeller Center complex, in our opinion, it is
reasonable that operating expenses should be towards the higher end of the
general range. The Center's central and easily accessible location, popular
retail stores and amenities and its attraction for out of town visitors creates
a constant flow of traffic through the complex that cannot be compared to most
ordinary buildings. In addition, retail centers and public areas demand more
attention and upkeep than ordinary office space.

An industry publication known as BOMA (Building Owners and Managers
Association) tracks operating expenses in the major markets. The 1993
publication indicates that, in Manhattan office buildings containing in excess
of 600,000 square feet, the average actual 1992 expense (exclusive of real
estate taxes) was approximately $11 per square foot.

Rockefeller Center is unique in terms of the amount of land area and the
public amenities (i.e. the garden and ice skating rink) included with the
complex. While other major office buildings may occupy an entire city block,
Rockefeller Center encompasses more than 12 acres of Midtown Manhattan.

It is our opinion that the superb level of maintenance for which
Rockefeller Center is known is one of the reasons the Center continues to
attract quality tenants and maintain its comparatively high occupancy level even
though much of the Complex is over 50 years old.

It should also be noted that if this analysis was based upon the remeasured
square footage, the expenses on a per square foot basis would be reduced. For
example, as previously

<PAGE>

discussed, the remeasurement of the complex has effectively increased the
overall expression of rentable area by approximately 19%. Using the remeasured
square footage, projected operating expenses would equate to only $11.51 per
square foot.

In light of the degree of accuracy with which Management has estimated
actual expenses over the past few years, we accept Management's budgeted 1993
operating expenses as reasonable for the purposes of this analysis.

Operating expenses are assumed to increase 4% in 1994 and at an average
annual growth rate of 5% for the balance of the projection period.

2. REAL ESTATE TAXES:

The 1993/94 target assessed valuation for the Center, excluding the Radio
City Music Hall, is $393,943,700.

As previously discussed in the section on Assessed Valuation and Real
Estate Taxes, we have assumed that following a hypothetical sale of the
property, in all likelihood, Rockefeller Center would receive a new target
assessment based upon 35% of the purchase price. This is due to the fact that
property owners have been successful in obtaining reductions in assessments to
levels significantly below 45% of the price at which a property was purchased
(Refer to Manhattan Office Building Tax Comparables Chart).

In accordance with City policy, the new target assessment is assumed to be
phased in over a five year period. Following the phase in, taxes are assumed to
increase at an average rate of 5% per year.

3. MANAGEMENT FEE:

The Center is currently managed by Rockefeller Center Management
Corporation under a Management Agreement that commenced on September 1, 1985
with an initial term through December 31, 2000 and with successive three-year
renewal options. In addition to leasing commissions for rental services (refer
to the following section on Leasing Commissions), the manager receives an annual
fee for management services. The fee at the commencement of the Agreement was
$1,854,348 per annum, or 30 cents per square foot. The fee is also subject to
an increase each December 1st, commencing in 1986, in accordance with the
percentage increase in the Consumer Price Index for All Urban Consumers for New
York, New York - Northeastern New Jersey.

We have assumed that Rockefeller Center Management Corporation will
continue to manage the property under the terms of the Agreement. Management's
estimate for the 1994 management fee is $2,635,000. For projection purposes, we
have assumed that the CPI will increase 4% in 1994 and at an average annual
growth rate of 5% thereafter, and that the Agreement will be extended under the
same terms and conditions for at lease one three-year period beyond the end of
the projection period.

<PAGE>

4. LEASE PAYMENTS:

a. DUTCH REFORMED CHURCH GROUND LEASE:

This ground lease, dated August 23, 1949, covers a 20,167 square foot plot
located on the N/W/C of Fifth Avenue and 48th Street. It provides for a
constant annual rent of $650,000 through the expiration of the lease on December
31, 2000. The lease also provides for three 21-year renewal periods with the
ground rent during each period based on 6%, 7% and 8%, respectively, of the
appraised value of the land as vacant.

To estimate the ground rent for the first renewal option period commencing
January 1, 2001, we assumed a current market value of $150 per square foot of
FAR, which with an as-of-right FAR of 15, equates to $2,250 per square foot of
plot or a total value of approximately $45,400,000.

The Rockefeller Center complex is located in the heart of Midtown
Manhattan. It enjoys a premier location which cannot be duplicated by new
construction. Despite the softness in the local real estate market, if this
site was vacant and available for development, in our opinion, it would still
command a premium price. There are virtually no available development sites
with this kind of location. As a result, we would expect the price an investor
would be willing to pay to be driven more by the "scarcity factor" than by the
economic realities of the market.

On this basis, we applied a land value of $150 per square foot of FAR.
Land value was assumed to remain flat through 1994 and then to increase at an
average annual growth rate of 3%, resulting in a market value estimate as of
December 31, 2000 of $54,000,000. The ground rent for the initial option period
is 6% of this market value estimate, or approximately $3,200,000.

b. NYC TRANSIT AUTHORITY CONCOURSE LEASE:

The Center leases a small portion of the concourse level leading to subway
platforms from the New York City Transit Authority. The current lease, dated
December 26, 1957, calls for a minimum rent of $130,000 and a percentage rent
based on 50% of the annual income collected from the concourse tenants over a
$170,000 breakpoint. At lease expiration on December 31, 1987, the lease
provided for two 6-year renewal options at terms to be mutually agreed upon. We
have been advised that this lease has been renewed at the same terms and
conditions.

For projection purposes, we have assumed that this lease will continue to
be renewed for successive 6-year periods through the end of the projection
period at these terms, with income from the concourse tenants increasing at an
average annual growth rate of 4% in 1994 and 5% thereafter.

<PAGE>

CAPITAL EXPENDITURES:

1. LEASING COMMISSIONS:

The Management and Rental Agreement with Rockefeller Center Management
Corporation specifies the following leasing commission schedule:

Commission
Lease Year Rate 1
---------- ----------

1 5%
2 4%
3 - 5 3 1/2%
6 - 10 2 1/2%
11 - 20 2%
21 & Thereafter 1%

The agreement also calls for a 50% override on commissions paid to outside
brokers for new and renewal leases.

We have been advised by Management that approximately 20% of the leasing
activity (in terms of number of leases as well as square footage leased)
continues to be attributable to outside brokers. Thus, for projection purposes,
we have assumed that 20% of future leasing activity will be generated by outside
brokers.

Considering the future leasing assumptions made relative to lease term -- 5
and 10 years -- and base rent step-ups -- 10% to 15% in the 6th year of a 10-
year lease -- (refer to the section concerning Leasing Assumptions), in
conjunction with the above leasing commission structure, we have assumed an
effective commission rate of 21.45% of rent in the first lease year of a 5-year
lease and 37.84% for a 10-year lease, with commissions for lease renewals at 50%
of the full rate paid for new tenant leases. We have further assumed that
leasing commissions are paid at lease commencement of as of the commencement of
a renewal tenancy as applicable.

2. TENANT ALTERATIONS:

We have assumed average tenant alteration costs for 1994 of $40 per square
foot for new office tenants and $20 per square foot for renewal office tenants.
Alteration costs for new office tenants are projected to drop to $35 per square
foot in 1995, $30 per square foot in 1996, growing at 5% per annum thereafter.
For renewal tenants, after 1995, we expect alteration expenses to be equivalent
to approximately 25% of the cost of installation for new tenancies. The
anticipated reduction in tenant alteration costs on a per square foot basis for
1995 and 1996 represent our expectation of an improved real estate market
overall by that time.

- ----------------
1 As percentage of fixed rent and percentage rent payable during lease year.

<PAGE>

3. CAPITAL IMPROVEMENTS:

Management is in the process of a capital improvement program to upgrade
the property's plant, equipment and aesthetics and to maintain its competitive
position relative to future new construction. The capital projects, which are
in various stages of completion, include upgrading common areas on multi-tenants
floors, lobby renovation, replacement of roofs, upgrading of HVAC system,
repair, renovation and replacement of elevators, upgrading of electrical system,
artwork restoration, etc. Capital expenditures are assumed to be as budgeted by
management until 2000. Thereafter, it is assumed capital expenditures increase
at a rate of 5% annually.

VALUATION PARAMETERS:

1. RATE OF RETURN:

In the Fall 1993, Cushman & Wakefield published REAL ESTATE OUTLOOK which
includes an investor survey. Most survey respondents are large pension funds,
pension fund advisors and institutional investors. Internal rate of return
requirements for Class A urban office building investments reported in this
survey ranged from 9.5% to 15%. Terminal capitalization rates ranged primarily
from 8% to 11%.

Peter F. Korpacz & Associates, Inc. publishes a quarterly investor survey,
the participants of which represent a cross-section of major institutional
equity real estate market participants. As a group, the survey participants
collectively own, control, or acted as agent in 1991 transactions of investment-
grade real property assets on a national basis with a total value in excess of
$150 billion. The minimum equity investment of the participants is from $5
million to $50 million. The Korpacz study provides investment criteria on a
national basis as well as for several major urban office markets including
Manhattan.

As previously discussed, in the Fourth Quarter 1993 report a majority of
survey participants indicated that they believe the bottom of the market has
been reached, and now is the time to buy real estate. Transaction activity has
picked up, and investors are now willing to pay slightly more for comparable
properties. However, there still are not enough high quality properties
available to satisfy institutional investors. Participants express a
fundamental optimism about the Midtown market. Investors expect service
industries, attracted by more competitive rent levels, to help lead the real
estate recovery. For investors included in the Korpacz survey, required
internal rates of return for Manhattan office buildings reportedly range for 10%
to 20% with an average of 12.4%. Going-in capitalization rates reportedly range
from 7.5% to 12.0% with an average of 9%, while residual capitalization rates
ranged from 7.5% to 11%, with an average of 9.0%.

In arriving at what we consider to be appropriate rates of return,
consideration was given to the 1988 agreement with NBC for the extension and
expansion of its space commitment to Rockefeller Center. As a result of this
agreement, the uncertainty with respect to approximately 25% of the complex's
rentable area has virtually been eliminated.

<PAGE>

In light of the aforementioned, given the quality of the real estate as
well as current and anticipated future market conditions, we have based our
analysis on a range of rates of return to include 50 basis points from 9.5% to
10.0%, however we have concluded at a value which relies more heavily on a 10%
internal rate of return. We estimated the reversionary value based on a 7.5%
residual capitalization rate.

3. SELLING EXPENSES:

Selling expenses usually include sales commissions; legal and other closing
costs normally paid by the seller at the time the deed is delivered.

However, we are aware of transactions involving prime office properties
where the sale commissions were not paid by the seller, including the sale of
the ABC Building (1330 Avenue of the Americas). For projection purposes, we
have assumed a future hypothetical sale of the property will be structured in a
similar manner and thus we have utilized an overall selling expense of 1.0%.

<PAGE>

CORRELATION AND FINAL VALUE ESTIMATE

To arrive at our final value estimate we have considered the three
conventional approaches to value -- the Cost, Sales Comparison and Income
Approaches.

Due to the age of the buildings and the subsequent difficulty in
determining the appropriate depreciation deduction, we have concluded that the
Cost Approach is not an appropriate measure of value in this instance.

Due to the limited number of recent transactions involving major office
buildings we determined that it was not appropriate to derive an estimate of
value for the property based exclusively on the Sales Comparison Approach.
Instead, the data regarding recent transactions was utilized as a "check"
against our valuation via the Income Approach. The results of investor surveys
were used as an indication of investor criteria with respect to required rates
of return.

Since the Income Approach is the methodology most often employed by
investors for this type of property, primary emphasis was given to this
approach. Via the Income Approach, we calculated a value estimate based upon a
discounted cash flow analysis. Current market rent levels were estimated based
upon actual recent lease transactions as well a conversations with both office
and retail leasing brokers active in the Midtown Manhattan area. Utilizing the
Income Approach, we derived a value estimate of $1,150,000,000 for the
Rockefeller Center complex.

In arriving at our value estimate via the Income Approach consideration was
given to the 1988 agreement with NBC for the extension and expansion of their
leased space at Rockefeller Center. In our opinion, this long term commitment
on the part of a quality, high-rated and highly visible major corporation, will
have a positive impact on the future of the Rockefeller Center complex. As
previously discussed, NBC's commitment significantly reduces the "risk" with
respect to approximately 25% of the Center's rentable area. In addition, we
believe having NBC as an "anchor" tenant will service to enhance the image of
the entire complex and service as a draw to other high quality tenants in the
years to come.

We were also mindful of the Center's on-going capital improvement program
and level of maintenance which is far beyond that of a conventional Manhattan
office building. The renovation and restoration work being done throughout the
complex is of the utmost quality. The cosmetic and mechanical improvements
support value enhancement of the complex over the long term and are evident of
Management's long range approach. In our opinion, these expenditures are sound
investments and will help to insure that the Rockefeller Center buildings remain
competitive well into the future.

In light of the aforementioned, and all other factors we consider relevant,
our final estimate of market value for the Rockefeller Center complex, as of
December 31, 1993, is:

ONE BILLION ONE HUNDRED FIFTY MILLION DOLLARS

($1,150,000,000)

which is equivalent to approximately $186 per square foot of rentable area.

86
<PAGE>

ADDENDUM

<PAGE>

NATIONAL BROADCASTING COMPANY, INC.
AGREEMENT FOR EXTENDED AND EXPANDED OCCUPANCY
OF SPACE IN ROCKEFELLER CENTER

In December, 1988 the Partnerships entered into an agreement with the
National Broadcast Company, Inc. (NBC) for an extension and expansion of the
space NBC occupies in the GE Building, Studio Building and the GE West Building.
The terms of this agreement can be summarized as follows:

I. EXTENDED AND EXPANDED OCCUPANCY

A. NBC'S EXISTING SPACE - NBC will continue to lease the 1,174,277 square
feet NBC occupied in the Rockefeller Center complex as of December,
1988 until September 30, 2022.

<TABLE>

<S> <C>
GE Building 637,619 sq.ft.
Studio Building 384,971 sq.ft.
GE West Building 151,687 sq.ft.
---------

1,174,277 sq.ft.

</TABLE>

B. NBC EXTENSION OPTIONS - NBC will have three successive 10-year lease
extension options. These options will be exercisable upon at lease
30 months notice and will apply only to existing space and additional
space which is actually occupied by NBC or its affiliates. NBC may,
however, split the first extension option and renewal for a three-year
period followed by an option to renew for a seven-year period.

The transaction has been structured to accommodate arrangements made
between New York City Industrial Development Agency ("IDA") and NBC
for certain financial assistance in connection with the project.
Accordingly, the three interconnected buildings (the GE Building, the
Studio Building and the GE West Building) have been made into a
condominium and the NBC-occupied areas were conveyed to IDA subject to
the RCPI mortgage and the NBC lease. These areas were then lease back
to the Partnerships at nominal rents and then subleased to NBC on the
terms of the NBC lease. If NBC exercises any of its rights to lease
additional space as defined in the NBC lease, the condominium units in
which the additional space is located will be similarly conveyed to
IDA, leased back to the Partnerships and subleased to NBC. Upon the
expiration of the period of IDA benefits, ownership of the IDA owned
units will revert to the Partnerships. IDA ownership of the
condominium units occupied by NBC is a technical structuring required
to effectuate the NBC transaction and has no adverse impact to the
appraised value.

C. Additional Space - NBC had options to lease up to approximately
387,000 square feet of office space in the GE Building currently
leased to other tenants. NBC has exercised its right to lease
approximately 111,000 square feet of space.

<PAGE>

NBC's lease of additional space will be effective October 1, 1994.
Additional space may, in general, only be leased by NBC for its own
use or use by its affiliates.

D. FIRST OFFER AREAS - NBC has a continuing right of first offer for an
additional 800,000 square feet of space in the GE Building, as and
when the leases for those spaces expire and any space in the Studio
Building or GE West Building which the landlord has recaptured and
intends to re-lease for terms extending beyond September 30, 2022.
This first offer right applies to these spaces in their entirety, or
on a full floor basis. Once again, these spaces may, in general only
be leased by NBC for its own use or use by its affiliates. The term
of , and effective rental under, any first offer lease will be the
same as the landlord would have offered to a third party. This right
of first offer will continue until NBC fails to exercise its right as
to 100,000 square feet of space offered pursuant to notices given
after September 30, 1994.

E. STUDIO BUILDING SPACE - Space in the Studio Building leased by NBC
may, with limited exceptions, be used only for broadcast studio and/or
technical support purposes.

II. RENT

A. CATEGORIES OF LEASED SPACE - The NBC space has been divided into seven
rental categories based upon location and use:

Category Description
-------- -----------
<S> <C>
A1 space above street level in the GE West Building

A2 space on the 18th floor and below in the GE Building
(other than C space).

A3 space on floors 19-40 in the GE Building.

A4 space on the 41st floor and above in the GE Building

B certain space on the 12th floor of the GE Building, and
space in the Studio Building suitable for studio,
technical and other non-office business use and the NBC
shop.

Shop 36 annex to the NBC shop.

C space suitable only for storage and/or mechanical use.

</TABLE>

<PAGE>

B. RENTS - NBC will pay rent on the leased space as follows:

1. For the period through September 30, 1997, NBC will pay rent on its
existing space in accordance with its current lease.

2. For the period commencing October 1, 1997 in the case of the existing
space and October 1, 1994 in the case of leased additional space,
through September 30, 2022, NBC will pay net rent in accordance with
the schedule set forth following this discussion.

In addition to net rental payments, NBC will be responsible for its
proportionate share of real estate taxes and operating expenses.
Operating expenses reimbursable to Rockefeller Center, generally will
be reimbursed at 107% o actual cost. In the case of submetered
electricity, gas and steam, expenses will be reimbursed at 103% of
actual costs.

C. EXTENSION TERM RENTS - Annual net rents for each 10-year extension
term beyond 2022 will be determined as follows:

SPACE CATEGORY ANNUAL NET RENT
-------------- ---------------
<S> <C>

A1,A2, A3 & A4 95% of the respective fair market net rents for
such space.

B 62.5% of the fair market net rent for A2 space.

C 40% of the fair market net rent for A2 space

Shop 36 fair market net rent for such space.

</TABLE>

Annual net rents for all leased space during any extension term will be
increased by 15% in year six of the extension term. If NBC elects to have
the first extension option split into two parts, the renewal rents will be
calculated as if the extension term had not been split.

III. NBC OPTION TO PURCHASE

Purchase option was terminated in 1993 in order to accomodate other large
space users in Rockefeller Center.

<PAGE>

ANNUAL NET RENTS FOR NBC LEASED SPACE

<TABLE>

<S> <C>
A. ALL SPACE, OTHER THAN SHOP 36:

COMMENCEMENT - 9/30/1997

Additional Space only,
All A3 space $32.00 per s.f.

10/1/1997 - 9/30/2007

A1 Space $29.00 per s.f.
A2 Space $30.00 per s.f.
A3 Space $32.00 per s.f.
A4 Space $34.00 per s.f.
B Space $17.50 per s.f.
C Space $12.00 per s.f.

10/1/2007 - 9/30/2017

A1 Space $33.35 per s.f.
A2 Space $34.50 per s.f.
A3 Space $36.80 per s.f.
A4 Space $39.10 per s.f.
B Space $20.13 per s.f.
C Space $13.80 per s.f.

10/1/2017 - 9/30/2022

A1 Space $38.350 per s.f.
A2 Space $39.68 per s.f.
A3 Space $42.32 per s.f.
A4 Space $44.97 per s.f.
B Space $23.14 per s.f.
C Space $15.87 per s.f.

B. SHOP 36:

Commencement - 3/31/91 $24.78 per s.f.
4/1/91 - 3/31/94 $29.78 per s.f.
4/1/94 - 9/30/97 $34.78 per s.f.
10/1/97 - 9/30/22 Fair Market Net Rent

</TABLE>

<PAGE>

CERTIFICATE OF VALUE

We, the undersigned appraisers, certify that, to the best of our knowledge and
belief:

1. The statements of fact contained in this report are true and correct;

2. The reported analyses, opinions and conclusions are limited only by the
reported assumptions and limiting conditions and are our personal, unbiased
professional analyses, opinions and conclusions;

3. Abe Barkan and Randi Mellman personally inspected the subject property
described in this report.

4. We have no present or perspective interest in the subject property described
in this report, and we have no personal bias with respect to the parties
involved;

5. Compensation is not contingent on any action or event resulting from the
analyses, opinions or conclusions in, or the use of, this report;

6. That this appraisal was not based on a requested minimum valuation, a
specific valuation or the approval of a loan;

7. Analyses, opinions and conclusions were developed, and this report has been
prepared, in conformity with the requirements of the Code of Professional
Ethics and Standards of Professional Conduct of the Appraisal Institute;

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives;

9. No one provided significant professional assistance to the persons signing
the report;

10. As of the date of this report, I, Randi Mellman, have completed the
requirements under the continuing education program of the Appraisal
Institute;

11. That it is our opinion that the Market Value for the subject property as of
December 31, 1993 is as follows:

ONE BILLION ONE HUNDRED FIFTY MILLION DOLLARS
$1,150,000,000

/s/ Abram Barkan /s/ Randi Mellman
- ----------------- ------------------
Abram Barkan, MAI Randi Mellman, MAI
Chairman Managing Director

<PAGE>

LIMITING AND CONTINGENT CONDITIONS

A. This appraisal is made for the client to which it is addressed and is to be
used by said client only for the purpose stated in the appraisal. No
reliance is to be placed on this appraisal for any other purpose.

B. No responsibility is assumed for matters legal in character. We render no
opinion as to the title, but assume that it is marketable. The property is
appraised as though free and clear of all liens and encumbrances, except as
otherwise indicated. Management and ownership are presumed to be competent
and responsible.

C. All drawings and diagrams in this report are included to assist the reader
in visualizing the property. These drawings do not represent the product of
any professional survey made by this office. The appraiser is not a
professional engineer, and no engineering survey of the property has been
made, nor are we reporting on structural adequacy.

D. No right to expert testimony, attendance in court, or publication is
included with possession of this report.

E. The appraiser has no present or contemplated future interest in the
property.

F. Rentals and other income have been supplied by the owner and have not been
subject to independent verification, unless otherwise noted. Expenses are
based either on data supplied by the owner or are the appraiser's own
estimate. Other facts reported in the appraisal are correct to the best of
the appraiser's knowledge and belief.

G. Proposed or under construction programs frequently require changes in
design, layout, dimensions or use. Should the premises under review as
described in this appraisal report, necessitate such changes, our final
estimate of value is not applicable. In order to obtain a fair evaluation
of any appraisal, it must be considered in its entirety, including the above
limiting and contingent conditions.

H. In the current market, real estate price levels for income producing
properties are dictated by the present value of future expectations. Under
the circumstances, appraisers must quantify market projections which are, by
their character, imprecise. Property earnings and financial projections
contained in our report represent our informed judgment as to present and
anticipated market trends. Any cash flow analysis implemented for valuation
purposes represents an orderly financial process superimposed on a market
which is typically erratic in behavior. Any aberrations and/or dramatic
changes in the local and national economy may impact the property's
capacity to generate the earnings set forth herein with the concomitant
impact on value.

<PAGE>

I. Unless otherwise addressed in this report, this appraisal assumes that the
property is free of all hazardous materials and toxic wastes. The presence
of hazardous materials or toxic wastes on the property can substantially
impact the value of the property. A variety of materials including
chemicals, metals and minerals have been determined to be hazardous or toxic
under local, state and/or federal laws and regulations and can be required
to be specially handled and removed from the property at the expense of the
property owner. Certain materials which may have been used in the
construction of the premises or in building components may be hazardous.
Asbestos, for example, can be hazardous and has been included in a number of
building components such as fire proofing, insulation, linoleum, floor
tiles, ceiling panels and acoustical ceiling coatings. Appraiser are not
experienced in identifying potential toxic waste and hazardous material
problems nor estimating the cost of resolving such problems, and this report
shall not be deemed to render an opinion. In order to identify the nature
and extent, if any, of toxic wastes and hazardous material problems on the
property, the client should select and retain the appropriate experts.

J. The United States Congress has enacted the Americans With Disabilities Act.
Among other things, this Act is intended to make many business
establishments equally accessible to persons with a variety of disabilities;
modifications to real property may be required. State and local laws also
may mandate changes. Douglas Elliman Appraisal and Consulting is not
qualified to advise you as to what, if any, changes may be required now, or
in the future. Owners and tenants should consult their attorneys and
qualified design professionals of their choice for information regarding
these matters. Douglas Elliman Appraisal and Consulting cannot determine
which attorneys or design professionals have the appropriate expertise in
this area. Unless otherwise stated herein, this report and any estimate of
value or other evaluation contained herein does not include any allowance
for any cost which may be necessary now, or in the future, to bring the
property into compliance with the requirements, if any, of the Americans
With Disabilities Act.