ROCKEFELLER CENTER PROPERTIES INC, 8-K, 1995-09-18

ROCKEFELLER CENTER PROPERTIES INC
8-K, 1995-09-18
REAL ESTATE INVESTMENT TRUSTS

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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): September 18, 1995 (September
12, 1995)

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 of) Number) Identification No.)

1270 Avenue of the Americas, New York, New York 10020
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 698-1440

<PAGE>

Item 1. CHANGES IN CONTROL OF REGISTRANT.

Rockefeller Center Properties, Inc. ("RCPI") has signed an Agreement
and Plan of Combination dated as of September 11, 1995 (the "Agreement") with
Equity Office Holdings, L.L.C. ("EOH"), a national office building investment
and management company led by Samuel Zell. The Agreement contemplates that if
all conditions precedent contained therein, which include approval of the
transactions by the stockholders of RCPI, are satisfied, the following
transactions would occur at a closing to be held no later than March 31, 1996
subject to extensions of such outside date upon the terms provided in the
Agreement.

1. EOH and other investors would form a new partnership or other
entity (the "Zell Investor Group") which would invest $250 million in cash
in a new company which would be a real estate investment trust ("Nureit")
owned in approximately equal proportions by the Zell Investor Group and
holders of equity interests in RCPI at the time of the closing. A majority
of Nureit's Directors would be independent of the Zell Investor Group.

2. RCPI will receive from the proceeds of new third party mortgage
financing on Rockefeller Center and an amount paid by Nureit cash
sufficient to satisfy RCPI's debt (to the extent not assumed by Nureit) and
certain costs of the transaction.

After the closing RCPI, after making adequate provision for the
discharge of any liabilities not assumed by Nureit, would be dissolved and the
Nureit shares received by RCPI would be distributed to RCPI's then shareholders.
It is anticipated that Nureit would
<PAGE>

assume substantially all of RCPI's undischarged liabilities at the Closing. An
escrow account funded with 2,727,273 of the shares of beneficial interest in
Nureit to be received by RCPI would be established for a period of one year.
The principal purpose of this account would be to provide a means to satisfy any
possible claims against RCPI by the Zell Investor Group within such period.

The Agreement also contemplates that RCPI will file a plan of
reorganization for the Borrower with the bankruptcy court before which the
Borrower's Chapter 11 cases are pending which would provide that Nureit or a
Nureit nominee would acquire Rockefeller Center.

Consummation of the transactions contemplated by the Agreement would
be subject to a number of conditions, including bankruptcy court approval of
RCPI's plan of reorganization for the Borrower and approval by RCPI's
stockholders. There can be no assurance that these conditions would be
satisfied and, therefore, that these transactions would be consummated.

The Agreement provides that if it is terminated by RCPI pursuant to an
exercise of its "fiduciary out" and in certain other circumstances a fee of
$9,575,000 plus up to $2,000,000 of expense reimbursements would be payable to
the Zell Investor Group upon closing of an Alternative Transaction (as defined)
within 30 months of the relevant triggering date. If such fee is payable it
will bear interest at the rate of 8% per annum (compounded semi-annually) from
the 90th day after the date of termination by RCPI of the Agreement.

The Agreement also provides that in certain circumstances where the
fee described in the preceding paragraph would not be payable a substitute fee
of $1,500,000 would be payable to EOH.

The text of the Agreement is filed herewith as Exhibit 10.27 and the
foregoing description of the terms of the Agreement is qualified in its entirety
by reference thereto.
<PAGE>

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

The following is being filed as an exhibit to this Report:

(10.27) Text of Agreement and Plan of Combination dated as of
September 11, 1995 between RCPI and Equity Office Holdings,
L.L.C.

<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: /S/ RICHARD M. SCARLATA
Name: Richard M. Scarlata
Title: President and Chief Executive Officer
(Principal Financial Officer and Principal
Accounting Officer)

Dated: September 18, 1995

<PAGE>

Exhibit 10.27

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

AGREEMENT

AND

PLAN OF COMBINATION

between

EQUITY OFFICE HOLDINGS, L.L.C.

and

ROCKEFELLER CENTER PROPERTIES, INC.

Dated as of September 11, 1995

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

<PAGE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . . 1
1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

INVESTMENT, RECAPITALIZATION AND PLAN OF COMBINATION . . . . . 10
2.1. Zell Investor Group. . . . . . . . . . . . . . . . . . . . . . . 10
2.2. Formation of NUREIT. . . . . . . . . . . . . . . . . . . . . . . 10
2.3. Investment Structure . . . . . . . . . . . . . . . . . . . . . . 11
2.4. Alternative Investment Structure . . . . . . . . . . . . . . . . 13
2.5. Goldman Sachs/Whitehall Liability. . . . . . . . . . . . . . . . 13

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . . . . 13
3.1. Due Incorporation. . . . . . . . . . . . . . . . . . . . . . . . 14
3.2. Due Authorization. . . . . . . . . . . . . . . . . . . . . . . . 14
3.3. Consents and Approvals; Authority Relative to this Agreement . . 15
3.4. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.5. Balance Sheet; Undisclosed Liabilities; Operations History . . . 17
3.6. Contracts, Permits; Intangible Rights. . . . . . . . . . . . . . 18
3.7. Directors, Officers and Employees. . . . . . . . . . . . . . . . 18
3.8. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . 18
3.9. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.10. No Defaults or Violations. . . . . . . . . . . . . . . . . . . . 21
3.11. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.12. Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.13. Accuracy of Statements . . . . . . . . . . . . . . . . . . . . . 21
3.14. Environmental Matters. . . . . . . . . . . . . . . . . . . . . 22
3.15. Proxy/Registration Statement . . . . . . . . . . . . . . . . . . 23
3.16. Use of Proceeds; Margin Stock. . . . . . . . . . . . . . . . . . 24
3.17. Government Regulation. . . . . . . . . . . . . . . . . . . . . . 24
3.18. Ownership of Assets. . . . . . . . . . . . . . . . . . . . . . . 24
3.19. No Pending Condemnation or Eminent Domain. . . . . . . . . . . . 25
3.20. Subordination of Certain Leases. . . . . . . . . . . . . . . . . 25

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EOH . . . . . . . . . 25
4.1. Due Existence. . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.2. Due Authorization. . . . . . . . . . . . . . . . . . . . . . . . 25
4.3. Consents and Approvals; Authority Relative to this Agreement . . 26
4.4. Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.5. Proxy/Registration Statement . . . . . . . . . . . . . . . . . . 26
4.6. Disney Investment. . . . . . . . . . . . . . . . . . . . . . . . 27

<PAGE>

ARTICLE V

COVENANTS. . . . . . . . . . . . . . . . 27
5.1. Implementing Agreement; Notification . . . . . . . . . . . . . . 27
5.2. Access to Information and Facilities . . . . . . . . . . . . . . 28
5.3. Ordinary Course. . . . . . . . . . . . . . . . . . . . . . . . . 28
5.4. Consents and Approvals . . . . . . . . . . . . . . . . . . . . . 29
5.5. Proxy/Registration Statement . . . . . . . . . . . . . . . . . . 29
5.6. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 32
5.7. Exclusivity. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.8. Public Announcements . . . . . . . . . . . . . . . . . . . . . . 33
5.9. Bankruptcy Cases . . . . . . . . . . . . . . . . . . . . . . . . 33
5.10. New Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.11. Formation of Subsidiaries. . . . . . . . . . . . . . . . . . . . 34
5.12. Amendment of Certificate of Incorporation. . . . . . . . . . . . 34
5.13. Borrower's Case. . . . . . . . . . . . . . . . . . . . . . . . . 35
5.14. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.15. Consolidation, Merger, Sale or Purchase of Assets. . . . . . . . 35
5.16. Advances, Investments and Loans. . . . . . . . . . . . . . . . . 36
5.17. Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.18. Modifications to Mortgage Documents or Conversion. . . . . . . . 36
5.19. Modification of Indebtedness . . . . . . . . . . . . . . . . . . 36
5.20. Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . 36
5.21. NUREIT Financing . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS
OF EOH, THE ZELL INVESTOR GROUP AND NUREIT. . . . . . . . 37
6.1. Warranties True as of Both Present Date and Closing Date . . . . 37
6.2. Compliance with Agreements and Covenants . . . . . . . . . . . . 37
6.3. Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.4. Actions or Proceedings.. . . . . . . . . . . . . . . . . . . . . 38
6.5. Effective Proxy/Registration Statement . . . . . . . . . . . . . 38
6.6. Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . 38
6.7. Board Approval . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.8. Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . 38
6.9. Material Adverse Change. . . . . . . . . . . . . . . . . . . . . 38
6.10. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.11. Restructuring. . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.12. Payment Pursuant to Initial Investment Agreement . . . . . . . . 39
6.13. NYSE Listing . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.14. NUREIT Financing . . . . . . . . . . . . . . . . . . . . . . . . 39
6.15. Initial Investment Agreement . . . . . . . . . . . . . . . . . . 40

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. . . . . . 40
7.1. Warranties True as of Both Present Date and Closing Date . . . . 40
7.2. Compliance with Agreements and Covenants . . . . . . . . . . . . 40

<PAGE>

7.3. Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.4. Actions or Proceedings . . . . . . . . . . . . . . . . . . . . . 40
7.5. Board of Trustees of NUREIT. . . . . . . . . . . . . . . . . . . 41
7.6. Effective Proxy/Registration Statement. . . . . . . . . . . . . 41
7.7. Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . 41
7.8. Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . 41
7.9. Restructuring. . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.10. NYSE Listing . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.11. NUREIT Financing . . . . . . . . . . . . . . . . . . . . . . . . 42
7.12. Compliance with Initial Investment Agreement . . . . . . . . . . 42
7.13. NUREIT Performance . . . . . . . . . . . . . . . . . . . . . . . 42
7.14. Directors' and Officers' Indemnification and Insurance . . . . . 42
7.15. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE VIII

CLOSING . . . . . . . . . . . . . . . . 42
8.1. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.2. Deliveries by the Company. . . . . . . . . . . . . . . . . . . . 43
8.3. Deliveries by NUREIT . . . . . . . . . . . . . . . . . . . . . . 45
8.4. Post-Closing Obligations . . . . . . . . . . . . . . . . . . . . 47
8.5. Company Post-Closing Activities. . . . . . . . . . . . . . . . . 48

ARTICLE IX

TERMINATION . . . . . . . . . . . . . . . 49
9.1. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.2. Effect of Termination. . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE X

INDEMNIFICATION . . . . . . . . . . . . . . 51
10.1. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.2. Indemnification by Company . . . . . . . . . . . . . . . . . . . 51
10.3. Indemnification by NUREIT. . . . . . . . . . . . . . . . . . . . 52
10.4. Special Indemnification by NUREIT. . . . . . . . . . . . . . . . 52
10.5. Proxy/Registration Statement Indemnification . . . . . . . . . . 53
10.6. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.7. Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.8. Notice of Third Party Claims; Assumption of Defense. . . . . . . 56
10.9. Settlement or Compromise . . . . . . . . . . . . . . . . . . . . 57
10.10. Failure of Indemnifying Person to Act. . . . . . . . . . . . . . 57
10.11. Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XI

MISCELLANEOUS. . . . . . . . . . . . . . . 58
11.1. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.2. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.3. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.4. Effect of Investigation. . . . . . . . . . . . . . . . . . . . . 60
11.5. Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.6. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 60

iii

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11.7. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.8. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.9. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.10. No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . 61
11.11. Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.12. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . 61
11.13. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.14. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.15. Entire Understanding . . . . . . . . . . . . . . . . . . . . . . 62
11.16. No Presumption Against Drafter . . . . . . . . . . . . . . . . . 62
11.17. Substitute Fee . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.18. Special Expense Reimbursement. . . . . . . . . . . . . . . . . . 62

<PAGE>

EXHIBITS AND SCHEDULES

Schedule 2.2(c) Declaration of Trust and By-Laws
Schedule 2.3(b) Terms of First Mortgage Loan
Schedule 2.3(e) Company Liabilities Paid Off at Closing
Schedule 2.3(f) Liabilities of the Company to be Assumed by NUREIT
Schedule 3.3(a)(i) Consents and Approvals for Execution
Schedule 3.3(a)(ii) Consents and Approvals for Completion
Schedule 3.3(b) Conflicts
Schedule 3.5(a) Deviations From GAAP in Balance Sheet
Schedule 3.5(b) Liabilities or Claims
Schedule 3.5(c) Operations History
Schedule 3.6(a) Contracts and Permits
Schedule 3.6(b) Intangible Rights
Schedule 3.7 Directors, Officers and Employees
Schedule 3.8 Employee Benefit Plans
Schedule 3.9 Taxes
Schedule 3.10 Defaults and Violations
Schedule 3.11 Litigation
Schedule 3.14 Environmental Matters
Schedule 3.16 Use of Proceeds
Schedule 4.3(a) Certain Other Consents and Approvals
Schedule 4.3(b) Certain Other Conflicts
Schedule 8.2(a)(ii) Form of Officers' Certificate
Schedule 8.2(a)(iii) Form of Secretary's Certificate
Schedule 8.3(b) Form of NUREIT's Certificate

<PAGE>

AGREEMENT AND PLAN OF COMBINATION

THIS AGREEMENT AND PLAN OF COMBINATION is made as of the 11th day of
September, 1995, by and between EQUITY OFFICE HOLDINGS, L.L.C., a Delaware
limited liability company ("EOH"), and ROCKEFELLER CENTER PROPERTIES, INC., a
Delaware corporation (the "Company"). Certain capitalized terms used herein are
defined in ARTICLE I.

W I T N E S S E T H:

WHEREAS, the Company owns a $1.3 billion loan (as more particularly
described herein, the "Mortgage Note") on property in New York, New York
commonly known as "Rockefeller Center". Rockefeller Center is owned by
Rockefeller Center Properties ("RCP") with RCP Associates ("RCPA"; RCP and RCPA
being referred to herein collectively as the "Borrower"), each a New York
partnership under the control of Rockefeller Group, Inc. ("RGI"), a New York
corporation.

WHEREAS, the Borrower has filed for protection under Chapter 11 of the
Bankruptcy Code in proceedings (the "Borrower's Chapter 11 Case") pending in the
United States Bankruptcy Court for the Southern District of New York (Case Nos.
95B42088 and 95B42089), and has stopped making payments under the Mortgage Loan;
consequently, the Mortgage Loan is in default.

WHEREAS, EOH and the Company have heretofore entered into a letter
agreement dated August 16, 1995 concerning an investment in NUREIT (as
hereinafter defined) by EOH, the Company and others.

WHEREAS, the Company and Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership III, an Illinois limited partnership ("ZML") have
entered into an Investment Agreement dated August 18, 1995 (the "Initial
Investment Agreement") pursuant to which ZML has loaned $10 million to the
Company and, subject to the terms and conditions of the Initial Investment
Agreement, could be required to purchase $23 million of Common Stock of the
Company.

THEREFORE, in consideration of the foregoing and the mutual covenants,
agreements and warranties herein contained, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1. DEFINITIONS. The following terms shall have the following meanings
for the purposes of this Agreement:

<PAGE>

"Affiliate" shall mean, with respect to any specified Person, any other
Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person.

"Agreement" shall mean this Agreement and Plan of Combination, including
all exhibits and schedules hereto, as it may be amended from time to time.

"Alternative Transaction" shall mean (i) a sale of stock or assets,
financing, refinancing, recapitalization, restructuring, liquidation,
dissolution, reorganization, merger, consolidation, transfer, foreclosure, deed
in lieu of foreclosure or other business combination or similar transaction (or
series of transactions) involving the Company, the Borrower, the Mortgage Note,
the Mortgage, and/or the Property and involving or having a value of at least
$100 million, whether pursuant to or in the context of a proceeding in a
Bankruptcy Court or otherwise, or (ii) a confirmed plan of reorganization
pursuant to Chapter 11 of the Bankruptcy Code for the Company or RCP and RCPA.
It is understood and agreed that, without limiting the generality of the
foregoing, a reinstatement, restructuring or "cram down" pursuant to 11 U.S.C.
Section 1129(b) of the Mortgage Note and the Mortgage would constitute an
Alternative Transaction.

"Balance Sheet" shall mean the audited balance sheet of the Company as of
December 31, 1994 (including all notes thereto), filed with the Commission as
part of the Company's Annual Report on Form 10-K for the year ended December 31,
1994.

"Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code.

"Bankruptcy Court" shall mean the applicable court presiding over either
the Borrower Chapter 11 Case or any Company
Chapter 11 Case, as the case may be.

"Bankruptcy Motion" shall have the meaning ascribed to it IN SECTION 5.9.

"Borrower" shall mean RCP and RCPA, collectively.

"Borrower's Chapter 11 Case" shall mean Borrower's filing for protection
under Chapter 11 of the Bankruptcy Code in proceedings pending before the United
States Bankruptcy Court for the Southern District of New York (Case Nos.
95B42088 and 95B42089).

"Borrower Pleadings" shall have the meaning ascribed to it in SECTION 5.13
hereof.

"Business Day" shall mean any day of the year other than (i) any Saturday
or Sunday or (ii) any other day on which banks located in Illinois or New York
are closed for business.

<PAGE>

"Certificate of Incorporation" shall mean the Restated Certificate of
Incorporation of the Company, as amended.

"Closing" shall mean the consummation of the transactions contemplated
herein in accordance with ARTICLE VIII.

"Closing Date" shall mean the date on which the Closing occurs.

"Code" shall mean the United States Internal Revenue Code of 1986, as
amended.

"Common Stock" shall mean the common stock, $.01 par value per share, of
the Company.

"Commission" shall mean the Securities and Exchange Commission of the
United States of America.

"Company" shall mean Rockefeller Center Properties, Inc., a Delaware
corporation.

"Company Chapter 11 Case" shall mean any proceeding by the Company
initiated for protection under Chapter 11 of the Bankruptcy Code as directed by
the Board of Directors of the Company.

"Company Parties" shall have the meaning ascribed to it in SECTION 5.7
hereof.

"Company SARs" means the stock appreciation rights issued pursuant to the
Company Stock Appreciation Rights Agreement.

"Company Stock Appreciation Rights Agreement" means the Stock Appreciation
Rights Agreement dated December 18, 1994 between the Company and Chemical Bank,
entered into in connection with the Goldman Loan Agreement.

"Consensual Transaction" shall mean the consummation of the Investment
contemplated under this Agreement in connection with a transaction with the
Borrower relating to the Property which has been agreed upon by the Borrower,
EOH and the Company in conformance with discussions heretofore had with the
Borrower.

"Consideration Securities" shall mean the 38,260,704 Shares, 4,603,957
NUREIT Warrants and 5,923,713 NUREIT SARs to be issued to the Company pursuant
to this Agreement. If the Company does not require the purchase of the Initial
Shares and Subsequent Shares, then the number of NUREIT Warrants and NUREIT SARs
shall be 4,155,927 and 5,349,541, respectively; and if some but not all of the
Initial Shares and/or Subsequent Shares are purchased, such number shall be
adjusted correspondingly.

"Contract" shall mean any contract, lease, commitment, understanding, sales
order, purchase order, agreement, indenture,

<PAGE>

mortgage, note, bond, right, warrant, instrument or plan, whether written or
oral.

"Dollars" or numbers preceded by the symbol "$" shall mean amounts in
United States Dollars.

"Environmental Laws" shall have the meaning ascribed to it in SECTION 3.14
hereof.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"Escrow Agreement" and "Escrow Account" shall each have the respective
meanings ascribed to them in SECTION 10.10 hereof.

"First Mortgage Loan" shall have the meaning ascribed to it in SECTION 2.3.

"GAAP" shall mean U.S. generally accepted accounting principles at the time
in effect.

"Goldman Loan Agreement" means the Loan Agreement between the Company, the
lender parties thereto and Goldman Sachs Mortgage Company, as Agent, dated as of
December 18, 1994.

"Goldman Sachs/Whitehall" shall mean, collectively, Goldman Sachs & Co.,
Goldman Sachs Mortgage Company and Whitehall Real Estate Limited Partnership V
and Affiliates and successors thereof.

"Governmental Authority" shall mean the government of the United States or
any foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
quasi-governmental entities established to perform such functions.

"Hazardous Materials" shall have the meaning ascribed to it in SECTION 3.14
hereof.

"Indebtedness" shall mean, with respect to any Person, all liabilities and
obligations of such Person consisting of or arising under (a) indebtedness for
borrowed money, (b) notes payable, debentures, debt securities and drafts
accepted representing extensions of credit, whether or not representing
obligations for borrowed money, (c) any obligation owed for all or any part of
the deferred purchase price of property or services, (d) obligations and
liabilities of another Person secured by a Lien upon property owned by such
Person, (e) any direct or indirect obligation, contingent or otherwise, with
respect to any indebtedness or other obligation or liability of any other
Person, other than any obligations under any subordination and nondisturbance
agreements entered into by the Company with any tenants at the Property, (f)
liabilities under any letters of credit, (g) obligations with respect to leases

<PAGE>

required to be accounted for as capital leases under GAAP and (h) all interest
and other financing costs relating to any of the foregoing.

"Indemnified Person" shall mean the Person or Persons entitled to, or
claiming a right to, indemnification under ARTICLE X.

"Indemnifying Person" shall mean the Person or Persons claimed by the
Indemnified Person to be obligated to provide indemnification under ARTICLE X.

"Initial Investment Agreement" shall mean that Investment Agreement between
the Company and ZML dated as of August 18, 1995.

"Initial Shares" shall mean those "Initial Shares" of Common Stock issued
by the Company to ZML as defined in and pursuant to the Initial Investment
Agreement.

"Insider Debt" shall have the meaning ascribed to it in SECTION 2.3.

"Intangible Rights" shall have the meaning ascribed to it in SECTION
3.6(b).

"Investment" shall have the meaning ascribed to it in SECTION 2.4.

"Law" shall mean any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority.

"Lien" shall mean any mortgage, lien (except for any lien for taxes not yet
due and payable), charge, restriction, pledge, security interest, option, lease
or sublease, easement, encroachment or encumbrance.

"Loss" or "Losses" shall mean any and all liabilities, losses, costs,
claims, damages, penalties and expenses (including attorneys' fees and expenses
and costs of investigation and litigation). In the event any of the foregoing
are indemnifiable hereunder, the terms "Loss" and "Losses" shall include any and
all reasonable attorneys' fees and expenses and costs of investigation and
litigation incurred by the Indemnified Person in enforcing such indemnity.

"Mortgage" means, collectively, the Mortgage and Security Agreement, dated
as of September 19, 1985, by RCPA and RCP to the Company, the Consolidation,
Extension, Modification and Spreader Agreement, dated as of September 19, 1985,
among RCPA, RCP and the Company, recorded with and certified by the City
Register of the City of New York, and the Assignment of Rents, dated as of
September 19, 1985, by RCPA and RCP to the Company, recorded with

<PAGE>

and certified by the City Register of the City of New York, each as amended from
time to time.

"Mortgage Note" means, collectively, the Mortgage Note, dated as of
September 19, 1985, in the amount of $1,255,160,004, in favor of the Company and
the Consolidated Mortgage Note, dated as of September 19, 1985, in the amount of
$44,839,996, each as amended from time to time.

"1985 Loan Agreement" means the Loan Agreement dated as of September 19,
1985 among the Company, RCPA and RCP, as amended from time to time.

"1934 Act" shall have the meaning ascribed to it in SECTION 5.5.

"1934 Act Regulations" shall have the meaning ascribed to it in
SECTION 5.5.

"1933 Act" shall have the meaning ascribed to it in SECTION 5.5.

"1933 Act Regulations" shall have the meaning ascribed to it in
SECTION 5.5.

"Non-Consensual Transaction" shall mean the consummation of the Investment
contemplated under this Agreement which does not involve a Consensual
Transaction.

"Note" shall mean the Promissory Note from the Company to ZML in the amount
of $10,000,000, dated August 29, 1995.

"NUREIT" shall have the meaning ascribed to it in SECTION 2.2.

"NUREIT Indemnified Parties" shall mean EOH, ZML, the Zell Investor Group,
NUREIT and their respective Affiliates, officers, directors, trustees, employees
and partners.

"NUREIT SARs" shall mean the stock appreciation rights issued by NUREIT
pursuant to the NUREIT Stock Appreciation Rights Agreement, which shall be
valued in a manner equivalent to the method of valuation of Warrants with
reference to the corresponding share appreciation rights issued by the Company
in connection with the Goldman Loan Agreement, and which shall expire on
December 31, 2007.

"NUREIT Stock Appreciation Rights Agreement" shall mean the Stock
Appreciation Rights Agreement to be entered into between NUREIT and an agent to
be selected on or prior to the Closing Date.

"NUREIT Warrant Agreement" shall mean the Warrant Agreement entered into
between NUREIT and an agent to be selected on or prior to the Closing Date.

<PAGE>

"NUREIT Warrants" shall mean the warrants issued by NUREIT pursuant to the
NUREIT Warrant Agreement, which shall have an exercise price equal to the
exercise price of the corresponding Warrants and shall expire on December 31,
2007.

"Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited partnership, limited liability company, limited liability
partnership, trust, association or other entity.

"Permitted Liens" means (i) Liens created in connection with the Goldman
Loan Agreement or the "Loan Documents" as defined therein; (ii) Liens for taxes
not yet due or Liens for taxes being contested in good faith by appropriate
proceedings for which adequate reserves have been established (and as to which
the property subject to such Lien is not yet subject to foreclosure, sale or
loss on account thereof); (iii) Liens in respect of property imposed by law
arising in the ordinary conduct of business such as materialmen's, mechanics',
warehousemen's and other like Liens; provided that such Liens secure only
amounts not yet due and payable or amounts being contested in good faith or
which will be contested in good faith if necessary, appropriate or desirable by
appropriate proceedings for which adequate reserves have been established (and
as to which the property subject to such lien is not yet subject to foreclosure,
sale or loss on account thereof); (iv) pledges or deposits made to secure
payment under worker's compensation insurance, unemployment insurance, pensions,
social security programs, public liability laws or similar legislation; (v)
Liens arising from good faith deposits in connection with or to secure
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, contracts, performance and return-of-money bonds and other similar
obligations incurred in the ordinary course of business (other than obligations
in respect of the payment of borrowed money); (vi) easements, rights-of-way,
restrictions (including zoning restrictions), defects or irregularities in title
and other similar charges or encumbrances not, in any material respect,
interfering with the ordinary course of business of the Company; (vii) leases or
subleases granted to others, whether existing now or hereafter entered into, in
the ordinary conduct of business, not, in any material respect, interfering with
the ordinary conduct of business of the Company or as otherwise approved by the
Bankruptcy Court having jurisdiction thereover; (viii) any attachment or
judgment lien, unless the judgment it secures shall not, within 30 days after
the entry thereof, have been discharged or execution thereof stayed pending
appeal, or shall not have been discharged within 30 days after the expiration of
any such stay; and (ix) Liens imposed upon the Real Estate in connection with
the resolution of the bankruptcy of RCP and RCPA.

"Plans" shall have the meaning ascribed to it in SECTION 3.8 hereof.

<PAGE>

"Property" shall mean the real property identified in Exhibit A to the
Mortgage, but excluding any Development Rights (as defined therein) available to
the land identified in Exhibit A and Exhibit C thereto and the area identified
in Exhibit B thereto.

"Prospectus" shall have the meaning ascribed to it in SECTION 3.15.

"Proxy/Registration Statement" shall mean that Proxy/Registration Statement
on Form S-4 filed with the Commission by both the Company and NUREIT.

"Purchase Option" means the Purchase Option, dated as of September 19,
1985, among RCPA, RCP and the Company.

"Purchase Price" shall mean (i) either (a) $151,400,000 in cash in the
event of a Consensual Transaction or (b) $136,400,000 in cash in the event of a
Non-Consensual transaction, plus (ii) the Consideration Securities.

"REIT" shall have the meaning ascribed to it in SECTION 3.1.

"RCP" shall mean Rockefeller Center Properties, a general partnership
formed under the General Partnership Law of the State of New York.

"RCPA" shall mean RCP Associates, a limited partnership formed under the
Limited Partnership Law of the State of New York.

"RCPI's Borrower Plan" shall mean the Company's plan of reorganization for
the Borrower as filed with the Bankruptcy Court having jurisdiction over the
Borrower's Chapter 11 Case.

"Regulation G, T, U or X" shall mean, respectively, Regulation G, T, U and
X of the Board of Governors of the Federal Reserve System as from time to time
in effect and any successor to all or a portion thereof.

"RGI" shall mean Rockefeller Group, Inc., a New York corporation and the
managing general partner of both RCP and RCPA.

"Second Mortgage Loan" shall have the meaning ascribed to it in SECTION
2.3.

"Shares" shall mean the common shares of beneficial interest, par value
$.01 per share, of NUREIT.

"Special Indemnified Parties" shall have the meaning ascribed to it in
SECTION 10.4 hereof.

<PAGE>

"Subsequent Shares" shall mean those "Subsequent Shares" of Common Stock
issued by the Company to ZML as defined in and pursuant to the Initial
Investment Agreement.

"Subsidiary" of any Person shall mean, with respect to such Person, (i) any
corporation more than 25% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time, any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries, and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a 25% equity interest at any time.

"Taxes" shall mean all taxes, charges, fees, duties, levies or other
assessments, including income, gross receipts, net proceeds, ad valorem,
turnover, real and personal property (tangible and intangible), sales, use,
franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel,
excess profits, occupational, windfall profits, severance, employee's income
withholding, other withholding, unemployment and Social Security taxes, which
are imposed by any Governmental Authority, and such term shall include any
interest, penalties or additions to tax attributable thereto.

"Tax Return" shall mean any report, return or other information required to
be supplied to a Governmental Authority in connection with any Taxes.

"Tax Statute of Limitations Date" shall mean the close of business on the
day after the expiration of the applicable statute of limitations with respect
to Taxes, including any extensions thereof agreed to in writing by the Company
or an Affiliate thereof (or if such date is not a Business Day, the next
Business Day).

"Title Insurance" means (i) the title insurance policy set forth in
Schedule III to the Collateral Trust Agreement by and among the Company and
Bankers Trust Company and Gary R. Vaughan, Trustees, dated as of December 29,
1994 and (ii) the title insurance policy described in the Letter Agreement dated
as of December 29, 1994 regarding the assignment by the Company of its title
insurance benefits to the Trustees referred to in clause (i) above.

"Warrant Agreement" means the Warrant Agreement dated December 18, 1994
between the Company and Chemical Bank, entered into in connection with the
Goldman Loan Agreement.

"Warrants" means the warrants for the purchase of shares of Common Stock
issued pursuant to the Warrant Agreement.

<PAGE>

"Zell Investor Group" shall have the meaning ascribed to it in SECTION 2.1
hereof.

"ZML" means Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership III.

ARTICLE II

INVESTMENT, RECAPITALIZATION AND PLAN OF COMBINATION

2.1. ZELL INVESTOR GROUP. Prior to Closing, EOH shall cause to be formed
a partnership, limited liability company or other entity composed of an
Affiliate of ZML and other institutional investors (by way of illustration but
without limitation, banks, savings and loans or other financial institutions,
insurance companies, public and private pension funds, it being understood that
the Company shall have a right of reasonable approval over non-institutional
investors), such entity being referred to herein as the "Zell Investor Group".
At or prior to the Closing, EOH shall deliver to the Company a list of the
Persons constituting the Zell Investor Group.

2.2. FORMATION OF NUREIT.

(a) Prior to Closing, EOH shall cause the Zell Investor Group to form a
Maryland real estate investment trust or other entity ("NUREIT") that would
qualify for Federal tax purposes as a real estate investment trust. The initial
shareholder of NUREIT shall be the Zell Investor Group.

(b) At the Closing, NUREIT shall be capitalized by the Zell Investor
Group (i) in the event of a Consensual Transaction with an aggregate of
$265,000,000 in cash or (ii) in the event of a Non-Consensual Transaction, an
aggregate of $250,000,000 in cash. In the event of either a Consensual
Transaction or a Non-Consensual Transaction, $250,000,000 of the capitalization
of NUREIT will be represented by the purchase by the Zell Investor Group of
45,454,545 Shares, based upon a purchase price of $5.50 per Share. In the event
that the Initial Shares and/or the Subsequent Shares purchased by ZML, if any,
pursuant to the Initial Investment Agreement are not repurchased by the Company
for the purchase price paid by ZML, then the amount of cash to be contributed by
the Zell Investor Group shall be reduced and the per Share purchase price shall
be equitably adjusted to maintain the Zell Investor Group's approximate 50%
economic interest in NUREIT in a manner reasonably acceptable to the Company and
the Zell Investor Group.

(c) Copies of the Declaration of Trust and By-laws, in substantially the
form to be filed or adopted on behalf of or by NUREIT, are attached hereto in
SCHEDULE 2.2(c). As of the Closing Date, NUREIT shall have (i) not conducted
any activities other than activities incident to its organization and activities
contemplated by this Agreement and (ii) no liabilities other than

<PAGE>

those liabilities expressly incurred or assumed pursuant to this Agreement and
the transactions contemplated hereby.

2.3. INVESTMENT STRUCTURE. Upon approval of RCPI's Borrower Plan as set
forth therein, the following transactions shall occur:

(a) Prior to the Closing, in anticipation of a split of the Mortgage and
Mortgage Note into a $694 million first mortgage loan (the "First Mortgage
Loan") and a $606 million second mortgage loan (the "Second Mortgage Loan"),
upon terms and conditions reasonably acceptable to the Company and the Zell
Investor Group, NUREIT will arrange for a new third-party lender to purchase at
the Closing the $694 million First Mortgage Loan for $694 million cash.

(b) At the Closing, the existing Mortgage and Mortgage Note shall be
amended and restated and split into (i) the $694 million First Mortgage Loan
upon (A) the terms and conditions set forth in SCHEDULE 2.3(b) hereto and (B)
such other terms and conditions as may be required by the new third-party lender
and reasonably acceptable to each of the Zell Investor Group and the Company;
and (ii) the $606 million Second Mortgage Loan. The Company shall at the
Closing sell the $694 million First Mortgage Loan to such new third-party lender
for $694 million cash. The terms and conditions of such sale shall be
reasonably acceptable to the Company and to the Zell Investor Group.

(c) Immediately subsequent thereto, in exchange for the Purchase Price,
NUREIT will acquire the $606 million Second Mortgage Loan.

(d) RCPI's Borrower Plan shall provide for the acquisition, directly or
indirectly, by NUREIT of the Property by succeeding to all of the outstanding
partnership interests in each of RCP and RCPA (free of transfer taxes pursuant
to RCPI's Borrower Plan), maintaining the legal validity of the Mortgage and the
Mortgage Note, and for the settlement of all of the Borrower's obligations other
than obligations owed to Affiliates of and entities related to Borrower, whether
arising from direct claims or from claims arising from the rejection of leases
or other executory contracts (the "Insider Debt") and obligations covered by
insurance.

(e) Utilizing an escrow to accomplish essentially simultaneous
transactions, and subject to SECTION 2.5 hereof, the Company shall then use the
aggregate cash proceeds from the sale of the First Mortgage Loan and the
Purchase Price as follows:

(i) To pay all amounts required to retire the Company's
Convertible Debentures (including the Zero Coupon
Convertible Debentures due 2000, which may alternatively, at
the option of EOH and the Company, each acting reasonably,
remain outstanding, in which

<PAGE>

event NUREIT would assume the obligations of the Company in
respect thereof as required by the applicable documents and
the $694 million First Mortgage Loan and the cash proceeds
from the sale thereof would be reduced correspondingly);

(ii) To pay all Indebtedness owed to Goldman Sachs/Whitehall at
par;

(iii) To pay off the other Company obligations as set forth on
SCHEDULE 2.3(e) hereto; and

(iv) In the event of a Consensual Transaction, to deposit $15
million into the Escrow Account.

(f) At the Closing, EOH shall cause NUREIT to assume the liabilities of
the Company as set forth on SCHEDULE 2.3(f) hereto; PROVIDED, HOWEVER, that
NUREIT shall in no event assume or be liable for any liabilities incurred by the
Company or arising subsequent to the Closing Date.

(g) RCPI's Borrower Plan shall provide for (i) the assumption by Borrower
of certain leases, and cure amounts relating thereto, (ii) the assumption or
rejection of leases or executory contracts as determined by agreement of EOH and
the Company and (iii) a "pot plan" of $30 million to be funded by NUREIT to
provide for third party creditors' claims.

(h) The Insider Debt shall be extinguished or subordinated to all other
Indebtedness of Borrower.

(i) The Radio City Music Hall lease and the existing arrangements for the
management and leasing of the Property, the operation of the parking garage and
the provision of telecommunications services shall be extinguished; it being
understood and agreed that the ability to extinguish such agreements is a
material part of RCPI's Borrower Plan and the Zell Investor Group's willingness
to consummate the Investment.

(j) The Company shall repurchase at the Closing the Initial Shares and/or
the Subsequent Shares purchased by ZML pursuant to the Initial Investment
Agreement for the purchase price paid by ZML, PROVIDED, HOWEVER, that in the
event that the Company shall not repurchase the Initial Shares and/or Subsequent
Shares, then the amount of cash contributed to NUREIT by the Zell Investor Group
shall be reduced and the per Share purchase price to be paid by the Zell
Investor Group shall be equitably adjusted to maintain the Zell Investor Group's
approximate 50% economic interest in NUREIT in a manner reasonably acceptable to
the Company and the Zell Investor Group.

(k) The Company shall then proceed with its plan of liquidation after
providing for its remaining liabilities as set forth herein.

<PAGE>

(l) Notwithstanding the foregoing, in the event of a Non-Consensual
Transaction, the Company shall deposit 2,727,273 Shares to the Escrow Account as
defined in and pursuant to SECTION 10.11.

(m) To the extent that liabilities for existing Indebtedness increase
through March 31, 1996 in the ordinary course of business, the capital structure
of NUREIT shall be adjusted solely to increase the First Mortgage Loan to an
amount not in excess of $700 million and a reduction in the working capital of
NUREIT.

2.4. ALTERNATIVE INVESTMENT STRUCTURE. The Company and EOH acknowledge
that it may be desirable to alter the basic structure outlined in SECTION 2.3
by, for example, using participation agreements, a trust or other mutually
acceptable vehicles in lieu of splitting the Mortgage and Mortgage Note,
providing for the interests in the Borrower to be transferred prior to the
splitting of the Mortgage and Mortgage Note or otherwise altering the sequence
in which the various parts of the Investment (as hereinafter defined) may occur,
and agree that each shall act in good faith and in a reasonable manner in
approving any such alteration to the structure so long as the alteration shall
not adversely affect the economic benefits or costs to it of the Investment as
contemplated by SECTION 2.3 hereof. The transactions described in this ARTICLE
II, or any other similar transaction proposed by EOH or the Zell Investor Group
and agreed to by the Company and pursued to completion, shall be referred to
herein as the "Investment."

2.5. GOLDMAN SACHS/WHITEHALL LIABILITY. Notwithstanding anything to the
contrary in this Agreement or the form of Investment pursuant to either SECTION
2.3 or SECTION 2.4 hereof, any and all dilution, damages and additional costs or
expenses relating to or arising out of contractual agreements with Goldman
Sachs/Whitehall (or any of them) in existence prior to the Closing Date (a)
shall be borne by, be the responsibility of, and be satisfied by, the Company
solely out of the Purchase Price (or proceeds thereof) and neither EOH, the Zell
Investor Group nor NUREIT shall have any responsibility or liability, or incur
any Losses, in connection therewith, and (b) the approximate 50% economic
interest in NUREIT to be held by the Zell Investor Group immediately subsequent
to the Closing pursuant to this ARTICLE II shall not be materially altered and
any economic adjustments necessary to maintain such percentage economic interest
in NUREIT shall be borne by, be the responsibility of, and be satisfied by, the
Company solely out of the Purchase Price (or proceeds thereof).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to EOH, the Zell Investor Group and
NUREIT as of the date of this Agreement, and

<PAGE>

acknowledges the reliance of each of EOH, the Zell Investor Group and NUREIT
upon each of the representations and warranties contained herein in connection
with the execution and delivery of this Agreement, as follows:

3.1. DUE INCORPORATION.

(a) The Company is duly organized, validly existing and in good standing
under the laws of the State of Delaware with all requisite power and
authority to engage in its business as currently conducted and to own
the assets or properties currently owned by it. The Company is
licensed or qualified to do business, is in good standing as a
foreign corporation in such jurisdictions in which such qualification
is necessary or advisable for the carrying out of its business and it
has all power and authority under such laws and its Certificate of
Incorporation and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now
conducted. True, correct and complete copies of the Certificate of
Incorporation and by-laws as in effect on the date hereof, and all
minutes of all meetings (or written consents in lieu of meetings) of
the board of directors (and all committees thereof) and shareholders
of the Company shall have been delivered to NUREIT on or prior to the
Closing. EOH acknowledges that copies of minutes delivered prior to
the Closing may have portions containing confidential information
relating to this Agreement or an Alternative Transaction redacted,
but shall be delivered in their entirety to EOH, NUREIT and the Zell
Investor Group at the Closing.

(b) The Company is, as of the date hereof, and will be as of the Closing
Date, subject to taxation as a real estate investment trust (a
"REIT") under Subchapter M of the Code and has satisfied all
requirements to continue to qualify as a REIT. The Company is not
aware of any fact or circumstance that could reasonably be expected
to prevent it from continuing to so qualify through the Closing Date.

3.2. DUE AUTHORIZATION. The Company has full power and authority to enter
into this Agreement and, subject to the approval of the holders of Common Stock,
to consummate the transactions contemplated hereby. The execution, delivery
and, subject to the approval by the holders of Common Stock, performance by the
Company of this Agreement have been duly and validly approved by the Company
and, except as shown on SCHEDULE 3.3(a)(ii), no other actions or proceedings on
the part of the Company are necessary to authorize the execution, delivery and,
subject to the approval of the holders of Common Stock, performance by the
Company of this Agreement, and the consummation of the transactions contemplated
hereby. The

<PAGE>

Company has duly and validly executed and delivered this Agreement. This
Agreement constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws in effect which affect the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific remedies.

3.3. CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

(a) Except for the granting of effectiveness by the Commission with
respect to the Proxy/Registration Statement and the approval by the
holders of the Common Stock of the transactions contemplated hereby
as described and as set forth in the Proxy/Registration Statement,
and except as set forth on SCHEDULE 3.3(a)(i), no consent,
authorization or approval of, or filing or registration with, any
Governmental Authority or any other Person not a party to this
Agreement is necessary in connection with the execution, delivery and
except as set forth in SCHEDULE 3.3(a)(ii), no consent, authorization
or approval of, or filing or registration with any Governmental
Authority or other Person not a party to this Agreement is necessary
in connection with the performance by the Company of this Agreement
or the consummation of the transactions contemplated hereby.

(b) Except as set forth on SCHEDULE 3.3(b), the execution, delivery and
performance of this Agreement by the Company and the consummation of
the transactions contemplated hereby do not and will not (i) violate
any Law; (ii) violate or conflict with, result in a breach or
termination of, constitute a default or give any third party any
additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the
assets or properties of the Company under, or result in or constitute
a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any Contract to
which the Company is a party or by which the Company or any of its
assets or properties are bound; (iii) permit the acceleration of the
maturity of any Indebtedness of the Company or Indebtedness secured
by its assets or properties; or (iv) violate or conflict with any
provision of any of the Certificate of Incorporation, by-laws or
similar organizational instruments of the Company.

<PAGE>

3.4. CAPITALIZATION.

(a) The authorized capital stock of the Company consists of 150,000,000
shares of Common Stock, par value $.01 per share, 38,260,704 of which
are currently issued and outstanding. All of such shares of Common
Stock (i) are validly issued, fully paid and nonassessable and (ii)
are, and when issued were, free of preemptive rights. Except in
respect of the outstanding Warrants and SARs issued to Goldman Sachs
& Co. or its Affiliates, the Company's Dividend Reinvestment Plan and
the Indenture relating to the Convertible Debentures, there are no
shares of capital stock of the Company held in the treasury of the
Company and no shares of capital stock of the Company are currently
reserved for issuance for any purpose or upon the occurrence of any
event or condition.

(b) Except in respect of the outstanding Warrants and SARs issued to
Goldman Sachs & Co. or its Affiliates and any Warrants and SARs
issuable to Goldman Sachs/Whitehall upon consummation of the purchase
of the Initial Shares and/or Subsequent Shares, the Company's
Dividend Reinvestment Plan and the Indenture relating to the
Convertible Debentures, there are no shares of capital stock or other
securities (whether or not such securities have voting rights) of the
Company other than the Common Stock issued or outstanding and there
are no subscriptions, options, warrants, calls, rights, convertible
securities or other agreements or commitments of any character
obligating the Company or any of its Affiliates to cause the Company
to issue, transfer or sell, or cause the issuance, transfer or sale
of, any shares of capital stock or other securities (whether or not
such securities have voting rights) of the Company. Except in
respect of the outstanding Warrants and SARs issued to Goldman Sachs
& Co. or its Affiliates and any Warrants and SARs issuable to Goldman
Sachs/Whitehall upon consummation of the purchase of the Initial
Shares and/or Subsequent Shares, the Company's Dividend Reinvestment
Plan and the Indenture relating to the Convertible Debentures, there
are no outstanding contractual obligations of the Company which
relate to the purchase, sale, issuance, repurchase, redemption,
acquisition, transfer, disposition, holding or voting of any shares
of capital stock or other securities of the Company or the management
or operation of the Company. Except in respect of the outstanding
Warrants and SARs issued to Goldman Sachs & Co. or its Affiliates and
any Warrants and SARs issuable to Goldman Sachs/Whitehall upon
consummation of the purchase of the Initial Shares and/or Subsequent
Shares, the Company's Dividend Reinvestment Plan and the Indenture
relating to the

<PAGE>

Convertible Debentures, and except for each shareholder's rights as a
holder of shares of Common Stock, no Person has any right to
participate in, or receive any payment based on any amount relating
to, the revenue, income, value or net worth of the Company or any
component or portion thereof, or any increase or decrease in any of
the foregoing.

3.5. BALANCE SHEET; UNDISCLOSED LIABILITIES; OPERATIONS HISTORY.

(a) The Balance Sheet has been prepared in accordance with GAAP
consistently applied (except as otherwise disclosed on SCHEDULE
3.5(a)) and presents fairly the financial position, assets and
liabilities of the Company as of the date thereof in conformity with
GAAP. The Balance Sheet is in accordance with the books and records
of the Company. Except for any matter disclosed in or reasonably
foreseeable based upon the disclosures contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 or
its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995 (other than a filing for relief under the
Bankruptcy Code by the Company, unless such filing is made with the
consent of the Zell Investor Group), there has been no material
adverse change in the condition, financial or otherwise, or in the
earnings, business affairs, business prospects, operations, assets or
liabilities of the Company since the date of the Balance Sheet.

(b) Except as set forth on the Balance Sheet and SCHEDULE 3.5(b) hereto,
the Company has no Indebtedness or other liabilities, debts, claims
or obligations, whether accrued, absolute, contingent or otherwise
(including, without limitation, guaranty obligations) other than any
obligations under any subordination and nondisturbance agreements
entered into by the Company with any tenants at the Property, whether
due or to become due and it has good and marketable title to all of
its properties and assets free and clear of all Liens other than
Permitted Liens.

(c) Except as set forth on SCHEDULE 3.5(c), (i) the Company does not have
(nor has it ever had) any direct or indirect Subsidiaries, either
wholly or partially owned, and the Company does not hold any direct
or indirect economic, voting or management interest in any Person or
directly or indirectly own any security issued by any Person, and
(ii) the Company has never been a party to a merger or consolidation
and has not otherwise assumed or become liable for the obligations
of any other Person.

<PAGE>

3.6. CONTRACTS, PERMITS; INTANGIBLE RIGHTS.

(a) SCHEDULE 3.6(a) lists all the material Contracts to which the Company
is a party or by which it is bound, to which any of its assets or
properties is subject. The Company has delivered, or shall within 10
days following the execution of this Agreement, deliver to EOH true
and complete copies of each document listed on SCHEDULE 3.6(a), and a
written description of each oral arrangement so listed. SCHEDULE
3.6(a) lists any licenses, certificates or permits which the Company
holds or is subject to.

(b) SCHEDULE 3.6(b) lists all trademarks, trade names, patents and
copyrights, patent applications and all licenses and other rights
related thereto which are owned or used by the Company (hereinafter
referred to collectively as the "Intangible Rights"). Each
Intangible Right is owned free and clear of all encumbrances or has
been duly licensed for use by the Company. No patents, trademarks,
copyrights, or any other rights of any third party infringe any of
the Intangible Rights. Except as set forth on SCHEDULE 3.6(b), none
of the Intangible Rights has been or is the subject of any pending
adverse claim, any threatened litigation or claim of infringement of
any patents, trademarks, copyrights or any other rights of any third
party. Except as set forth on SCHEDULE 3.6(b), neither the Company
nor any Company has granted to any third party any license or other
rights to any of the Company's Intangible Rights. At the Closing,
the Company shall assign to NUREIT and/or its designated Affiliates
all rights, title and interest to the Intangible Rights and any
derivatives thereof then held by the Company; PROVIDED, HOWEVER, that
the Company shall not be required to assign its Intangible Rights in
the name "Rockefeller Center Properties, Inc." to NUREIT until such
time as it shall have completed its liquidation and dissolution, at
which time it shall assign all rights, title and interest to such
name and any derivatives thereof then held by the Company. Prior to
the Closing no party shall acquire any interest in any of the
Intangible Rights.

3.7. DIRECTORS, OFFICERS AND EMPLOYEES. All of the directors, officers
and employees of the Company as of the date hereof are listed on SCHEDULE 3.7.

3.8. EMPLOYEE BENEFIT PLANS.

(a) Except as set forth on SCHEDULE 3.8, the Company is not a party to
and does not participate in or have any liability or contingent
liability with respect to:

<PAGE>

(i) any "employee welfare benefit plan" or "employee pension benefit
plan" as those terms are respectively defined in sections 3(1)
and 3(2) of ERISA (collectively, the "Plans");

(ii) any retirement or deferred compensation plan, incentive
compensation plan, stock plan, unemployment compensation plan,
vacation pay, severance pay, bonus or benefit arrangement,
insurance or hospitalization program or any other fringe benefit
arrangements for any current or former employee, director,
consultant or agent, whether pursuant to contract, arrangement,
custom or informal understanding, which does not constitute an
"employee benefit plan" (as defined in section 3(3) of ERISA); or

(iii) any employment agreement.

(b) Except as set forth on SCHEDULE 3.8, the Company does not contribute
to, it has not contributed to, and it does not have any liability or
contingent liability with respect to any multi-employer plan (as
defined in section 3(37) of ERISA).

(c) The Company (i) is in compliance with and not in default with respect
to statutes, orders, rules and regulations under ERISA and the Code
applicable to any Plans sponsored by the Company; (ii) has performed
all obligations required to be performed by it with respect to such
Plans; (iii) is not in violation, and has no knowledge of any default
or violation of any third party, in respect of any of the Plans; and
(iv) has properly and timely made all required contributions, has
fully funded on an actuarial basis the Plans and has maintained and
operated those Plans maintained and operated by the Company in such a
manner as to secure applicable tax deductions and exemptions.

3.9. TAXES.

Except as set forth on SCHEDULE 3.9:

(a) The Company has timely filed with the appropriate governmental
authorities all material Tax Returns required to be filed by or with
respect to the Company or its operations or assets for all periods
ending on or before the Closing Date. All such Tax Returns are true,
complete and correct in all material respects.

(b) All Taxes shown on the material Tax Returns filed or required to be
filed, all Taxes required to be paid on an estimated or installment
basis, all Taxes required to be withheld, and all Taxes claimed to be
due by any

<PAGE>

taxing authority from or with respect to either the Company or its
operations or assets for all periods ending on or before the Closing
Date have been timely paid or withheld, or will be timely paid or
withheld before the Closing Date as required by law.

(d) The Company has provided NUREIT copies of all revenue agent reports
and related schedules related to pending Tax audits of the Company or
any predecessor thereof. No deficiencies or assessments have been
asserted, proposed, or assessed against the Company by the Internal
Revenue Service or any other taxing authority. The Company has not
received any notice of deficiency, assessment, or proposed deficiency
or assessment, from any federal, state, local or foreign taxing
authority.

(e) There are no outstanding agreements, consents or waivers extending
the statutory period of limitations applicable to the assessment of
any Taxes or deficiencies in Taxes against the Company or with
respect to its operations or assets.

(f) The Company is not and has not been a party to any agreement
providing for the allocation or sharing of Taxes. If any tax
allocation or sharing agreement is listed on SCHEDULE 3.9, a copy of
such agreement is attached to SCHEDULE 3.9 as an exhibit, and such
agreement shall be terminated on or before the Closing Date and the
Company shall have no obligation thereunder after the Closing Date.

(g) The Company has not filed a consent to the application of Section
341(f) of the Code.

(h) The Company has not made or become obligated to make, and will not
become obligated as a result of any event connected with any
transaction contemplated herein to make, any "excess parachute
payment" as defined in Section 280G of the Code.

(i) The Company is not subject to any joint venture, partnership, or
other arrangement or contract which is treated as a partnership for
Federal income tax purposes.

(j) The Company has not been a member of any affiliated group of
corporations within the meaning of Section 1504 of the Code.

<PAGE>

3.10. NO DEFAULTS OR VIOLATIONS. Except as disclosed on SCHEDULE 3.10:

(a) The Company has not breached any provision of, nor is it in default
under the terms of, any Contract to which it is a party or under
which it has any rights or by which it is bound, and to the best of
the Company's knowledge, no other party to any such Contract has
breached such Contract or is in default thereunder.

(b) The Company is in compliance in all material respects with, and no
material violation exists under, any and all Laws applicable to the
Company.

(c) No notice from any Governmental Authority has been received by the
Company claiming any violation by the Company of any Law or requiring
any work, construction or expenditure by the Company, or asserting
any Tax, assessment or penalty on or against the Company or any of
its properties.

3.11. LITIGATION. Except as disclosed on SCHEDULE 3.11, there are no
actions, suits, arbitrations, regulatory proceedings or other litigation,
proceedings or governmental investigations pending or, to the best knowledge of
the Company, threatened against or affecting the Company or any of its officers,
directors, agents or shareholders thereof in their capacity as such, or any of
the Company's properties or businesses. The Company is not subject to any
order, judgment, decree, injunction, stipulation or consent order of or with any
court or other Governmental Authority. The Company has not entered into any
agreement to settle or compromise any proceeding pending or threatened against
it which has involved any obligation other than the payment of money or for
which the Company has any continuing obligation.

3.12. BROKERS. None of EOH, the Zell Investor Group, NUREIT or any of
their Affiliates has or shall have any liability or otherwise suffer or incur
any Loss as a result of or in connection with any brokerage or finder's fee or
other commission of any Person retained by the Company in connection with any of
the transactions contemplated by this Agreement. For purposes of this SECTION
3.12, claims for Losses by Bear Stearns or Donaldson, Lufkin & Jenrette and
arising out of and relating to their prior dispute with the Company shall not be
considered a breach of this representation and warranty.

3.13. ACCURACY OF STATEMENTS. Neither this Agreement nor any schedule,
exhibit, statement, list, document or certificate furnished or to be furnished
by or on behalf of the Company to EOH, the Zell Investor Group, NUREIT or any of
their representatives or Affiliates in connection with this Agreement or any of
the transactions contemplated hereby (other than (i) oral statements or (ii)
statements, lists, documents or

<PAGE>

certificates containing an omission or an untrue statement material to EOH's
obligation to consummate the transactions contemplated hereby) contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they are made, not misleading.

3.14. ENVIRONMENTAL MATTERS.

(a) Except as set forth on SCHEDULE 3.14 hereto, to the best of the
Company's knowledge, no portion of the real property owned, operated
or subject to any security interest held by the Company is now used
or has ever been used for the generation, storage, transportation or
disposal, if any, of Hazardous Materials (as defined below). The
term "Hazardous Materials" shall include, without limitation, any
hazardous substance, pollutant, or contaminant regulated under the
Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 ET SEQ., as amended by the Superfund
Amendments and Reauthorization Act, and the Emergency Planning and
Community Right-to-Know Act; oil and petroleum products and natural
gas, natural gas liquids, liquified natural gas, and synthetic gas
usable for fuel; pesticides regulated under the Federal Insecticide,
Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 ET SEQ.;
asbestos, polychlorinated biphenyls, and other substances regulated
under the Toxic Substance Control Act, 15 U.S.C. Section 2601 ET
SEQ.; source material, special nuclear material, and by-product
materials regulated under the Atomic Energy Act; and industrial
process and pollution control wastes to the extent regulated under
applicable Environmental Laws (defined below).

(b) Except as set forth on SCHEDULE 3.14 hereto, to the best of the
Company's knowledge, the Company and its Affiliates, and all portions
of the real property owned, operated or subject to any security
interest held by the Company or its Affiliates, (i) are in material
compliance with all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws"), (ii) have received
all material permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective
businesses and (iii) are in material compliance with all terms and
conditions of any such permit, license or approval.

<PAGE>

3.15. PROXY/REGISTRATION STATEMENT.

(a) At the time the Proxy/Registration Statement becomes effective, the
Proxy/Registration Statement will comply in all material respects
with the requirements of the 1933 Act and the 1933 Act Regulations
and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Prospectus, at
such date (unless the term "Prospectus" refers to a prospectus which
has been provided by the Company for use in connection with the
solicitation of the proxy of the holders of the Common Stock
consenting to the transactions set forth therein and the offering of
the Consideration Securities which differs from the Prospectus on
file at the Commission at the time the Proxy/Registration Statement
becomes effective, in which case at the time it is first provided for
such use) and at Closing referred to in SECTION 8.1 hereof, will not
include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that the representations and
warranties in this subsection shall not apply to statements in or
omissions from the Proxy/Registration Statement or Prospectus made in
reliance upon and in conformity with information furnished to the
Company in writing by or on behalf of EOH, the Zell Investor Group or
NUREIT expressly for use in the Proxy/Registration Statement or
Prospectus.

(b) The accountants who certified the financial statements and supporting
schedules of the Company included in the Proxy/Registration Statement
are independent public accountants as required by the 1933 Act and
the 1933 Act Regulations.

(c) Since January 1, 1992, the Company has made all required filings with
the Commission, and such filings are complete and correct in all
material respects and do not contain any untrue statement of a
material fact or omit any material fact required to be stated therein
or necessary to make the statements therein not misleading. The
financial statements of the Company included or incorporated by
reference in the Proxy/Registration Statement and the Prospectus
present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results
of their operations for the periods specified in accordance with
GAAP; except as otherwise stated in the Proxy/Registration Statement,
said financial statements have been prepared in conformity with GAAP
applied on a consistent basis;

<PAGE>

and the supporting schedules included in the Proxy/Registration
Statement present fairly the information required to be stated
therein in accordance with GAAP.

3.16. USE OF PROCEEDS; MARGIN STOCK. The Company will use the proceeds
received pursuant to this Agreement solely for purposes consistent with
SCHEDULE 3.16 hereto. None of such proceeds will be used for the purpose of
purchasing or carrying any "margin stock" as defined in Regulation G, T, U, or X
or for the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry "margin stock" or for any other purpose which
might constitute this transaction a "purpose credit" within the meaning of
Regulation G, T, U or X. As of the Closing Date, the Company does not own any
"margin stock".

3.17. GOVERNMENT REGULATION. The Company is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, or
the Interstate Commerce Act, each as amended. In addition, it is not (i) an
"investment company" registered or required to be registered under the
Investment Company Act of 1940, as amended, and is not controlled by such a
company, or (ii) a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary" of a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

3.18. OWNERSHIP OF ASSETS. The Company has good and marketable title to
the Mortgage Note, the Mortgage and the Title Insurance free and clear of all
Liens, except (i) the Permitted Liens and (ii) the restrictions on transfer
contained in the 1985 Loan Agreement, and the Title Insurance. The Company has
not granted to any person other than Goldman Sachs Mortgage Company or its
Affiliates pursuant to the Goldman Loan Agreement or the "Loan Documents" as
defined therein or any holder of a Permitted Lien, any rights, recorded or
unrecorded, in the Mortgage or the Mortgage Note. To the best of the Company's
knowledge, no person, other than the Company or any holder of a Permitted Lien,
has any right or option, recorded or unrecorded, to acquire the Property or any
portion thereof or interest therein (except for presently existing rights to
renew leases and to lease additional space). The Mortgage remains a valid lien
on all the Property and on the Lessor's interest in all Leases (each as defined
in the Mortgage), with a priority in all material respects no less than its
priority as of September 19, 1985 except for any Permitted Liens and as such
priority may be affected by the subordination referred to in Clause (ii) of
Recital G to the Amendment and Restatement of the Mortgage dated as of
December 1, 1988 and the execution and delivery of Leases (as so defined) after
the date of recordation of the Assignment of Rents. The outstanding aggregate
principal amount of the Mortgage Note is $1,300,000,000.

<PAGE>

3.19. NO PENDING CONDEMNATION OR EMINENT DOMAIN. The Company has no
knowledge of any pending or threatened condemnation or eminent domain
proceedings which would affect the Property.

3.20. SUBORDINATION OF CERTAIN LEASES. To the best knowledge of the
Company, each of the lease between RCP and Radio City Music Hall Productions,
Inc., dated July 1, 1982, and the lease between RCP and Rockefeller Center
Management Corporation ("RCMC"), dated July 15, 1985, relating to the parking
garage located at the Property, if and as each such lease has been amended and
supplemented, is subject and subordinate to the Mortgage and the Mortgage Note
and none of the tenants under such leases have any rights of nondisturbance
under such leases. The Company has not entered into any agreement pursuant to
which the Company has agreed to recognize the rights of Rockefeller Center
Telecommunications Corporation ("RCTC") under that certain Franchise Agreement
for the Provision of Telecommunications Services between RCMC and RCTC dated
September 7, 1985, if and as amended, nothwithstanding a foreclosure on the
Property pursuant to the Mortgage.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EOH

EOH represents and warrants to the Company, as of the date of this
Agreement, as follows:

4.1. DUE EXISTENCE.

(a) EOH is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware.

(b) The Zell Investor Group is or will be a limited partnership, limited
liability company or other legal entity duly organized, validly
existing and in good standing under the laws of the State of its
organization.

(c) NUREIT shall be a real estate investment trust company duly and
validly organized and in good standing under the laws of the State of
Maryland, qualified to do business in the State of New York and
organized in conformity with the requirements for qualification as a
"real estate investment trust" under the Code.

4.2. DUE AUTHORIZATION. EOH has full power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby and
thereby. All actions or proceedings on the part of EOH necessary to authorize
the execution, delivery and performance by EOH of this Agreement and the
consummation of the transactions contemplated hereby and thereby have been
taken. EOH has duly and validly executed and delivered this Agreement.

<PAGE>

This Agreement constitutes the legal, valid and binding obligation of EOH,
enforceable against EOH in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect which affect the enforcement of
creditors' rights generally and by equitable limitations on the availability of
specific remedies.

4.3. CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

(a) Except for the granting of effectiveness by the Commission with
respect to the Proxy/Registration Statement and as set forth on
SCHEDULE 4.3(a), no consent, authorization or approval of, or filing
or registration with, any Governmental Authority or any other Person
not a party to this Agreement is necessary in connection with the
execution, delivery and performance by EOH of its obligations under
this Agreement.

(b) Except as set forth on SCHEDULE 4.3(b), the execution, delivery and
performance by EOH of its obligations under this Agreement does not
and will not (i) violate any Law; (ii) violate or conflict with,
result in a breach or termination of, constitute a default or give
any third party any additional right (including a termination right)
under, permit cancellation of, result in the creation of any Lien
upon any of the assets or properties of EOH or NUREIT under, or
result in or constitute a circumstance which, with or without notice
or lapse of time or both, would constitute any of the foregoing
under, any Contract to which EOH or NUREIT is a party or by which EOH
or NUREIT or any of their assets or properties are bound except, as
to NUREIT, as provided for in this Agreement; (iii) permit the
acceleration of the maturity of any Indebtedness of EOH or NUREIT or
Indebtedness secured by their respective assets or properties; or
(iv) violate or conflict with any provision of each of EOH's or
NUREIT's respective organizational documents.

4.4. BROKERS. The Company shall not have any liability or otherwise
suffer or incur any Loss as a result of or in connection with any brokerage or
finder's fee or other commission of any Person retained by EOH in connection
with any of the transactions contemplated by this Agreement.

4.5. PROXY/REGISTRATION STATEMENT. At the time the Proxy/Registration
Statement becomes effective, the Proxy/Registration Statement will comply in all
material respects with the requirements of the 1933 Act and the 1933 Act
Regulations and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not

<PAGE>

misleading. The Prospectus, at such date (unless the term "Prospectus" refers
to a prospectus which has been provided by the Company for use in connection
with the solicitation of the proxy of the holders of the Common Stock consenting
to the transactions set forth therein and the offering of the Consideration
Securities which differs from the Prospectus on file at the Commission at the
time the Proxy/Registration Statement becomes effective, in which case at the
time it is first provided for such use) and at the Closing referred to in
Section 8.1 hereof, will not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
PROVIDED, HOWEVER, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the Proxy/Registration
Statement or Prospectus made in reliance upon and in conformity with information
furnished in writing by the Company expressly for use in the Proxy/Registration
Statement or Prospectus.

4.6. DISNEY INVESTMENT. EOH has received a commitment from The Walt
Disney Company indicating its intent to invest a minimum of $25,000,000 in the
capitalization of NUREIT as a participant in the Zell Investor Group.

ARTICLE V

COVENANTS

5.1. IMPLEMENTING AGREEMENT; NOTIFICATION. Subject to the terms and
conditions hereof, each party hereto shall use its reasonable best efforts to
take all action required of it to fulfill its obligations under the terms of
this Agreement and to facilitate the consummation of the transactions
contemplated hereby and thereby, including fulfilling all of the post-Closing
obligations set forth in SECTION 8.4 hereof. Subject to SECTIONS 2.3, 2.4 and
2.5 hereof, each party hereto shall consider in good faith requests made to
modify the terms of the transactions set forth in ARTICLE II hereof. The
Company agrees that unless this Agreement is terminated in accordance with the
provisions of SECTION 9.1, it will not take any action to sell any authorized
and unissued shares of Common Stock of the Company or any other equity
securities, incur any Indebtedness of the Company (or its Subsidiaries)
exceeding $15,000,000 in the aggregate during the term of this Agreement to any
Person other than EOH, the Zell Investor Group or NUREIT (or any of their
respective Affiliates, assignees or designees) or take any action which would
have the effect of preventing or disabling the Company's performance of its
obligations under this Agreement; PROVIDED, HOWEVER, that in the event that the
Company has issued to ZML all of the Initial Shares and the Subsequent Shares
and such Initial Shares and Subsequent Shares remain outstanding, the Company is
permitted to sell additional authorized and unissued shares of Common Stock of
the Company. Each party hereto will promptly notify the other party hereto in
writing of any material breach of any covenant

<PAGE>

hereunder by the notifying party or of any event occurring subsequent to the
date of this Agreement of which the notifying party becomes aware that renders
any representation or warranty of the notifying party contained herein untrue or
inaccurate in any material respect. No information provided to the other party
pursuant to this Section shall be deemed to cure any breach of any
representation, warranty or covenant of the notifying party made in this
Agreement.

5.2. ACCESS TO INFORMATION AND FACILITIES. From and after the date of
this Agreement, the Company shall give ZML, EOH and their representatives all
reasonable access during normal business hours to all of the facilities,
properties, books, Contracts, commitments and records of the Company (other than
minutes or unanimous consents of the Company's Board of Directors meeting which
have been redacted as they relate to the transactions contemplated hereby or an
Alternative Transaction; which full minutes shall be delivered pursuant to
SECTION 8.2) and shall make the officers of the Company available to ZML, EOH
and their representatives as ZML and EOH shall from time to time reasonably
request pursuant to reasonable notice. ZML, EOH and their representatives will
be furnished with any and all filings with the Commission made by or relating to
the Company as promptly as reasonably practicable after filing, in the case of
filings made by the Company, or receipt, in the case of filings made by
unrelated third parties, and any and all information concerning the Company
which ZML, EOH or their representatives may reasonably request. EOH shall
furnish such information to the Company as the Company shall reasonably request.

5.3. ORDINARY COURSE. From the date of this Agreement until the Closing
Date, the Company (a) shall operate only in the ordinary and usual course of
business consistent with past practices (including practices instituted by the
Company subsequent to the initiation of the Borrower's Chapter 11 Case), except
as may otherwise be required to comply with the terms of this Agreement, (b)
shall not take or permit any action or omission which would cause any of the
representations or warranties of the Company contained herein to become
materially inaccurate or any of the covenants of the Company to be breached in a
material manner, (c) shall not cause the Company to make any loans or other
payments to any of the holders of the Company's debt or equity securities, to
make any payments with respect to any employees of the Company, to make any
purchases or incur any accounts payable or other liabilities, in each case that
are not consistent with, or that are in amounts greater than, those called for
in the governing documents of such securities or the past, ordinary and usual,
practices of the Company, and (d) shall at all times take all reasonable steps
necessary to qualify to be taxed as a REIT as long as a REIT is accorded
substantially the same treatment under the United States income tax laws from
time to time in effect as under Sections 856-860 of the Code, in effect at the
date of this Agreement, as originally executed.

<PAGE>

5.4. CONSENTS AND APPROVALS. The Company shall use its reasonable best
efforts to obtain all consents, approvals, certificates and other documents
required in connection with the performance by it of this Agreement, and the
consummation of the transactions contemplated hereby (which efforts shall not
include the payment of any monies not then required to be paid pursuant to the
terms of then-existing agreements or the execution of additional contractual
obligations relating thereto), including all consents and approvals by each
party to any of the Contracts referred to in SCHEDULES 3.3(a)(ii) and 3.3(b).
Each of EOH, the Zell Investor Group, NUREIT and the Company shall make all
filings, applications, statements and reports to all Governmental Authorities
and other Persons which are required to be made prior to the Closing Date by or
on behalf of the Company or any of its respective Affiliates pursuant to any
applicable Law or Contract in connection with this Agreement and the
transactions contemplated hereby and shall expedite submission of all materials
required by any Governmental Authority in connection with such filings.

5.5. PROXY/REGISTRATION STATEMENT.

(a) As promptly as possible following the execution of this Agreement,
the Company and NUREIT shall file jointly with the Commission a
combined proxy/registration statement on Form S-4 for the
solicitation of approval of the shareholders of Common Stock of the
adoption of a plan of reorganization and liquidation incorporating
the transactions described herein and a related preliminary
prospectus for the registration of the Consideration Securities under
the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act"), shall
subsequently file such amendments thereto, if any, and such amended
preliminary prospectuses as may have been required to the date
hereof, and will file such additional amendments thereto and such
amended prospectuses as may hereafter be required. Such registration
statement (as amended, if applicable) and the prospectus constituting
a part thereof (including in each case all documents incorporated or
deemed to be incorporated by reference therein and the information,
if any, deemed to be a part thereof pursuant to Rule 430A(b) of the
rules and regulations of the Commission under the 1933 Act (the "1933
Act Regulations") and the 1934 Act (the "1934 Act Regulations"),
respectively), as from time to time amended or supplemented pursuant
to the 1933 Act or otherwise, are hereinafter referred to as the
"Proxy/Registration Statement" and the "Prospectus", except that if
any revised prospectus shall be provided by the Company for use in
connection with the offering of the Consideration Securities which
differs from the Prospectuses on file at the Commission at the time
the

<PAGE>

Proxy/Registration Statement becomes effective (whether or not such
revised prospectus is required to be filed by the Company pursuant to
Rule 424(b) of the 1933 Act Regulations), the term "Prospectus" shall
refer to such revised prospectus from and after the time it is first
delivered to the holders of Common Stock. Each Party to the
Proxy/Registration Statement shall notify the other party thereto
immediately, and confirm the notice in writing, (i) of the
effectiveness of the Proxy/Registration Statement and any amendment
thereto (including any post-effective amendment), (ii) of the receipt
of any comments from the Commission, (iii) of any request by the
Commission for any amendment to the Proxy/Registration Statement or
any amendment or supplement to the Prospectuses or for additional
information, and (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Proxy/Registration
Statement or the initiation of any proceedings for that purpose. The
Company, EOH and NUREIT will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible moment.

(b) Assuming that this Agreement has not been terminated pursuant to
SECTION 9.1, the Board of Directors of the Company shall recommend,
subject to its fiduciary duties, approval of the transactions
contemplated by this Agreement as described and set forth in the
Proxy/Registration Statement and the Company shall affirmatively
solicit the approval of the holders of Common Stock thereto and shall
engage a nationally recognized proxy solicitation firm reasonably
satisfactory to the Zell Investor Group to assist in such affirmative
solicitation and shall use its best reasonable efforts to obtain such
approval of the holders of Common Stock.

(c) Promptly after the Board of Directors recommends approval of the
transactions contemplated by this Agreement as described and set
forth in the Proxy/Registration Statement and the Commission declares
the Proxy/Registration Statement effective, the Company will submit
the Proxy/Registration Statement to its holders of Common Stock and
shall, in accordance with applicable laws and its Certificate of
Incorporation and By-laws duly call, give notice of, convene and hold
as soon as practicable and in compliance with the 1934 Act a meeting
of the holders of Common Stock for the purpose of voting to approve
and adopt the transactions contemplated hereby as described and set
forth in the Proxy/Registration Statement.

<PAGE>

(d) The Company will give EOH and NUREIT notice of its intention to file
or prepare any amendment to the Proxy/Registration Statement
(including any post-effective amendment) or any amendment or
supplement to the Prospectus (including any revised prospectus which
the Company proposes for use in connection with the offering of the
Consideration Securities which differs from the prospectus on file
with the Commission at the time the Proxy/Registration Statement
becomes effective, whether or not such revised prospectus is required
to be filed pursuant to Rule 424(b) of the 1933 Act Regulations),
whether pursuant to the 1933 Act or the 1934 Act, will furnish to
each of EOH, the Zell Investor Group, and NUREIT copies of any such
amendment or supplement a reasonable amount of time prior to such
proposed filing or use, as the case may be, and will not file any
such amendment or supplement or use any such proxy or prospectus to
which each of EOH, the Zell Investor Group, and NUREIT or each of
their respective counsels shall object.

(e) The Company will file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with
the Commission pursuant to the 1934 Act subsequent to the date of the
Prospectus for so long as the delivery of a proxy statement is
required in connection with the solicitation of the holders of Common
Stock pursuant to the Proxy/Registration Statement.

(f) If any event shall occur as a result of which it is necessary, in the
opinion of counsel to EOH or the Company, to amend or supplement the
Prospectus in order to make the Prospectus not misleading in the
light of the circumstances existing at the time it is delivered to a
holder of Common Stock, NUREIT and the Company will forthwith amend
or supplement the Prospectus (in form and substance reasonably
satisfactory to counsel to each of EOH and the Company) so that, as
so amended or supplemented, the Prospectus will not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances existing at the time it is delivered to a holder of
Common Stock, not misleading.

(g) EOH shall cause NUREIT to, and NUREIT will endeavor, in cooperation
with the Company, to qualify the Consideration Securities for
offering and sale under the applicable securities laws of such states
and other jurisdictions as the Company and NUREIT may designate;
PROVIDED, HOWEVER, that NUREIT shall not be obligated to qualify as a
foreign corporation in any jurisdiction in which it is not so
qualified. In each

<PAGE>

jurisdiction in which the Consideration Securities have been so
qualified, NUREIT will file such statements and reports as may be
required by the laws of such jurisdiction to continue such
qualification in effect for so long as may be required to complete
such distribution of the Consideration Securities.

(h) The Company and NUREIT, at the direction of EOH, will jointly use
their best reasonable efforts to effect the listing of the
Consideration Securities on the New York Stock Exchange and to cause
the Consideration Securities to be registered under the 1934 Act.

5.6. CONFIDENTIALITY. Except as otherwise specifically contemplated
herein:

(a) Each of EOH, the Zell Investor Group and NUREIT shall keep
confidential all information regarding the Company which is or has
been furnished to NUREIT or its trustees, officers, employees,
representatives or advisors by or on behalf of the Company; and

(b) The Company shall keep confidential all information regarding the
business of each of EOH, the Zell Investor Group and NUREIT which is
or has been furnished to the Company or any of its partners,
directors, officers, employees, representatives or advisers by or on
behalf of each of EOH, the Zell Investor Group and NUREIT; PROVIDED,
HOWEVER, that the Company shall not have any obligation after the
Closing under this SECTION 5.6 with respect to any information
furnished to or possessed by any employee of the Company if such
employee is employed by NUREIT after the Closing; and PROVIDED,
FURTHER, that neither NUREIT nor EOH shall have any obligations after
the Closing under this SECTION 5.6. In the event any party hereto is
required to disclose any such confidential information pursuant to
applicable law, such party shall promptly notify each other party in
writing, which notification shall include the nature of the legal
requirement and the extent of the required disclosure, and shall
cooperate with each other party to preserve the confidentiality of
such information consistent with applicable law. In the event the
transactions contemplated by this Agreement are not consummated, the
parties hereto shall return all materials in their possession
containing confidential information belonging to another party and
shall not use any such information for any purpose whatsoever. The
foregoing notwithstanding, none of the provisions in this SECTION 5.6
shall apply to any information which (a) is already in a party's
possession (PROVIDED that such information is not subject to another
confidentiality agreement with or other legal or fiduciary obligation
of secrecy to the

<PAGE>

party to which the information relates); (b) becomes generally
available to the public other than as a result of any breach of this
SECTION 5.6; or (c) becomes available to a party on a nonconfidential
basis from a source other than the party to which the information
relates (PROVIDED that such source is not bound by a confidentiality
agreement with or other legal or fiduciary obligation of secrecy to
the party to which the information relates).

5.7. EXCLUSIVITY. Prior to the termination of this Agreement pursuant to
ARTICLE IX hereof, and except as hereinafter provided, neither the Company nor
any Affiliate thereof, or any of their respective employees, officers,
directors, agents or representatives (collectively the "Company Parties"),
shall, directly or indirectly, solicit, pursue or attempt to engage in or enter
into any discussions with any third party (including the Borrower and Affiliates
thereof) other than EOH and the Zell Investor Group with a view towards entering
into an Alternative Transaction; PROVIDED, HOWEVER, that the Company may (i)
respond to and pursue an unsolicited proposal for an Alternative Transaction
that the Company's Board of Directors determines could be financially superior
and that therefore, based upon and with the advice of counsel, the Company's
Board of Directors believes it has a fiduciary duty to the holders of Common
Stock to respond to and pursue, in which event the Company shall so notify the
Zell Investor Group prior to responding to same (but the Company shall not be
obligated to disclose the identity of the person or entity making the proposal
or any of the terms thereof), and (ii) provide at any time information
concerning the Company and Rockefeller Center (but not about the Zell Investor
Group, EOH or NUREIT or the letter agreement by and between ZML and the Company,
dated August 16, 1995, or this Agreement or anything contained therein or herein
or relating thereto or hereto unless and to the extent required by law) to third
parties in response to requests for same.

5.8. PUBLIC ANNOUNCEMENTS. Any public announcement made by or on behalf of
either EOH or the Company prior to the termination of this Agreement pursuant to
ARTICLE IX hereof concerning this Agreement, the transactions described herein
or any other aspect of the dealings heretofore had or hereafter to be had
between EOH, the Zell Investor Group, NUREIT and the Company must first be
approved by the other party, subject to the Company's obligations as a public
company (but the Company shall nonetheless consult with EOH, the Zell Investor
Group, and NUREIT as to all such public announcements).

5.9. BANKRUPTCY CASES.

(a) The Company has filed with the Bankruptcy Court in the Borrower's
Chapter 11 Case its Motion Pursuant to Bankruptcy Code Section
1121(d) to Terminate Exclusivity and for Authority to Conduct
Bankruptcy Rule 2004 Examinations (the "Bankruptcy Motion") (i)

<PAGE>

requesting that the Borrower's exclusive solicitation period be
terminated and (ii) seeking authorization for the Company to file its
own plan of reorganization for the Borrower ("RCPI's Borrower Plan").
RCPI's Borrower Plan shall be in form and substance reasonably
acceptable to EOH and the Company. Within ten (10) days after being
provided the information requested in the Bankruptcy Motion by the
Borrower, the Company shall file a disclosure statement and a motion
requesting the Bankruptcy Court to set a hearing on approval of the
disclosure statement and authorizing commencement of solicitation of
RCPI's Borrower Plan as soon as possible, but in any event so as to
allow RCPI's Borrower Plan to become effective during December 1995.
RCPI's Borrower Plan shall be filed on a date and in form and
substance reasonably satisfactory to EOH, the Zell Investor Group,
NUREIT and the Company.

RCPI's Borrower Plan shall include the Investment as contemplated in
ARTICLE II hereto.

(b) The Company shall not take any material action in connection with the
matters described in this SECTION 5.9 without the prior approval of
EOH and the Zell Investor Group, which shall not be unreasonably
withheld. The Company and EOH agree that each shall act in good
faith and in a reasonable manner in approving and pursuing any
alternative to the actions described in this SECTION 5.9 in
accordance with SECTION 2.4 hereof.

5.10. NEW LEASES. Prior to the termination of this Agreement pursuant to
ARTICLE IX hereof, the Company shall not approve the terms of any lease for
space in the Property and will object to any such lease submitted to it for
approval if and as requested by EOH and the Zell Investor Group, but EOH and the
Zell Investor Group shall not unreasonably object to or withhold its approval as
to any such lease and any objection or disapproval shall be based solely on
economic considerations. A failure by EOH and the Zell Investor Group to object
to any proposed approval of a lease by the Company within 5 days after written
request for approval by EOH and the Zell Investor Group is received by EOH and
the Zell Investor Group shall be considered approval by EOH and the Zell
Investor Group.

5.11. FORMATION OF SUBSIDIARIES. From and after the date of this
Agreement, the Company shall not, without the consent of EOH, form, create or
acquire any Subsidiary.

5.12. AMENDMENT OF CERTIFICATE OF INCORPORATION. From and after the date
of this Agreement, the Company shall not amend, repeal, or add any provision to,
the Company's Certificate of Incorporation to authorize or issue, or obligate
itself to authorize or issue, any capital stock of the Company (including

<PAGE>

any security convertible into or exercisable for any capital stock of the
Company).

5.13. BORROWER'S CASE.

(a) The Company shall send to EOH, via overnight courier (or, if
requested by EOH, via facsimile) any and all pleadings and other
documents filed by the Company in the Borrower's Chapter 11 Case or
received by the Company in any way relating to the Borrower's Chapter
11 Case (collectively "Borrower Pleadings") and shall immediately
advise EOH orally of any "emergency" matters relating to the Borrower
Pleadings. Borrower Pleadings shall be sent by the Company on the
same day received by the Company (or in the case of Borrower
Pleadings filed by the Company, on the day filed by the Company).

(b) Any and all Borrower Pleadings filed by the Company in the Borrower's
Chapter 11 Case that are material (as determined solely by EOH) shall
be in form and substance reasonably satisfactory to EOH. The Company
shall not file any material Borrower Pleadings, nor take any other
action that is material (as determined solely and reasonably by EOH)
in any way relating to the cases without the prior express oral or
written consent of EOH. The Company shall provide EOH with copies of
all Borrower Pleadings proposed to be filed by the Company in the
Borrower's Chapter 11 Case, and shall fully advise EOH of any
material action proposed to be taken by the Company in any way
relating to the Borrower's Chapter 11 Case no less than 48 hours
prior to any such proposed filing or action (and shall fully advise
EOH orally if any such action is to be taken on a short term or
"emergency" basis).

5.14. LIENS. Except with respect to Permitted Liens, the Company will not
(i) contract, create, incur, assume or permit to exist any Lien with respect to
any of its property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, (ii) sell any of its
property or assets subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets (including sales of accounts
receivable or notes with recourse to it) or (iii) assign any right to receive
income.

5.15. CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS. Without the
consent of EOH, the Company will not dissolve, liquidate, or wind up its
affairs, and will not enter into any transaction of merger or consolidation, or
sell or otherwise dispose of all or any part of its property or assets or, other
than in the ordinary course of its business, purchase, lease or otherwise
acquire (in a single transaction or a series of related transactions) all or any
part of the property or assets of any Person.

<PAGE>

5.16. ADVANCES, INVESTMENTS AND LOANS. The Company will not lend money or
make advances to any Person, or purchase or acquire any stock, obligations or
securities (other than cash equivalents) of, or any other interest in, or make
any capital contribution to, any Person.

5.17. DIVIDENDS. The Company will not declare or pay any dividend on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, Common Stock unless and to the extent required to meet
qualification rules for a REIT under Section 857(a) of the Code and to avoid any
excise tax under Section 4981 under the Code. The Company will not make any
payment or other distribution on account of a Warrant or SAR except to the
extent required by the Company Stock Appreciation Rights Agreement and the
Warrant Agreement.

5.18. MODIFICATIONS TO MORTGAGE DOCUMENTS OR CONVERSION. Without the
consent of EOH, the Company will not (i) amend or in any way waive or modify any
payment provision of the Mortgage or the Mortgage Note and will not amend
Article X of the 1985 Loan Agreement or the Purchase Option or (ii) exercise the
rights granted to it in the Purchase Option and Article X of the 1985 Loan
Agreement.

5.19. MODIFICATION OF INDEBTEDNESS. The Company will not modify any
Indebtedness if (i) quarterly debt service of the Company would be materially
increased or the cash flow of the Company would be materially decreased as a
result thereof or (ii) the business, properties, assets, condition (financial or
otherwise) or prospects of the Company might otherwise be materially adversely
affected.

5.20. NOTICE OF DEFAULT. Upon the Company obtaining knowledge thereof, it
will give written notice to EOH promptly, but in any event within five Business
Days, of the occurrence of any of the following with respect to the Company: (i)
the occurrence of an event or condition which constitutes a default or an event
of default under any Contract of the Company, specifying the nature and
existence thereof and what action the Company proposes to take with respect
thereto; (ii) the pendency or commencement of any litigation, arbitral or
governmental proceeding against the Company; (iii) any levy of an attachment,
execution or other process against its assets in excess of $1,000,000; (iv) any
development in its business or affairs which has resulted in, or which the
Company reasonably believes may result in, a material adverse effect on the
business, properties, assets, condition (financial or otherwise) or prospects of
the Company; (v) the institution of any proceedings against, or the receipt of
notice of potential liability or responsibility for any violation, or alleged
violation of, any federal, state or local law, rule or regulation, the violation
of which could give rise to a material liability, or have a material adverse
effect on the business, assets, properties, condition (financial or

<PAGE>

otherwise) or prospects of the Company; or (vi) the occurrence of an event or
condition which may render the Company unable to qualify as a REIT under the
Code.

5.21. NUREIT FINANCING. EOH shall arrange for the delivery of a term sheet
from a third-party lender to be included in the disclosure statement to be filed
pursuant to RCPI's Borrower Plan setting forth the terms and conditions of the
First Mortgage Loan from a third-party lender, which terms and conditions shall
be no less favorable to the Company than those set forth in SCHEDULE 2.3(b)
hereto.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS
OF EOH, THE ZELL INVESTOR GROUP AND NUREIT

The obligations of EOH, the Zell Investor Group and NUREIT under ARTICLE
VIII of this Agreement are subject to the satisfaction or waiver by EOH and the
Zell Investor Group of the following conditions precedent on or before the
Closing Date:

6.1. WARRANTIES TRUE AS OF BOTH PRESENT DATE AND CLOSING DATE. The
representations and warranties of the Company contained herein shall have been
accurate, true and correct in all material respects on and as of the date of
this Agreement, and shall also be accurate, true and correct in all material
respects on and as of the Closing Date, subject to the modifications set forth
on the certificate referred to in SECTION 8.2(ix), which certificate shall be
subject to the reasonable approval of EOH, with the same force and effect as
though made by the Company on and as of the Closing Date; PROVIDED, HOWEVER,
that with respect to any representations and warranties (or parts thereof) that
are qualified by a materiality standard pursuant to the terms of such
representations and warranties (each such representation and warranty or
applicable part thereof hereinafter referred to as a "Qualified Representation
and Warranty"), this SECTION 6.1 shall not serve to apply an additional standard
of materiality to any such Qualified Representation and Warranty and each
Qualified Representation and Warranty shall be true and correct on the date
hereof in accordance with the express terms of each such Qualified
Representation and Warranty.

6.2. COMPLIANCE WITH AGREEMENTS AND COVENANTS. The Company shall have
performed and complied in all material respects with all of its covenants,
obligations and agreements contained in this Agreement to be performed and
complied with by it on or prior to the Closing Date.

6.3. DOCUMENTS. EOH, the Zell Investor Group and NUREIT shall have
received from the Company all of the agreements, documents and items specified
in SECTION 8.2.

<PAGE>

6.4. ACTIONS OR PROCEEDINGS. No action or proceeding by any Governmental
Authority or other Person shall be pending (including a permanent injunction)
which has enjoined, restrained or prohibited any material provision of this
Agreement or the consummation of the transactions contemplated hereby.

6.5. EFFECTIVE PROXY/REGISTRATION STATEMENT. The Proxy/Registration
Statement shall have been declared effective by the Commission.

6.6. SHAREHOLDER APPROVAL. Promptly after the Commission shall have
declared the Proxy/Registration Statement effective, the Company shall have
submitted the Proxy/Registration Statement to all of the holders of the issued
and outstanding Common Stock. It shall be a condition to the Closing that
holders of a majority (or at least 62.5%, if Goldman Sachs/Whitehall does not
approve the transactions contemplated herein) of the Common Stock entitled to
vote approve the transactions contemplated pursuant to this Agreement as
described and as set forth in the Proxy/Registration Statement, unless rendered
unnecessary by a confirmed plan pursuant to any Company Chapter 11 Case.

6.7. BOARD APPROVAL. The Board of Directors of the Company shall have
approved the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.

6.8. FAIRNESS OPINION. The Company shall have obtained a fairness opinion
addressed to the Company's Board of Directors with respect to the Investment
from PaineWebber Incorporated which shall be reasonably satisfactory to EOH and
the Zell Investor Group.

6.9. MATERIAL ADVERSE CHANGE. No material adverse change in the financial
condition of the Company or the financial or physical condition of the Property,
it being understood that changes in the financial condition of the Company shall
not be considered material for this purpose to the extent such changes are
attributable to the initiation of litigation against the Company relating to any
of the transactions contemplated by this Agreement, any acceleration or
attempted acceleration of indebtedness of the Company (or any attempt to
exercise any rights consequent thereon) as a result of any of such transactions,
or, in general, any event or condition the occurrence of which is reasonably
foreseeable based on the disclosures made in the Company's Annual Report on Form
10-K for the year ended December 31, 1994 or its quarterly reports on Form 10-Q
for the quarters ended March 31, 1995 and June 30, 1995 (other than a filing for
relief under the Bankruptcy Code by the Company, unless such filing is made with
the consent of the Zell Investor Group).

6.10. CLOSING DATE. The Closing shall occur no later than March 31, 1996;
PROVIDED, HOWEVER, that either the Company or EOH may elect to extend from time
to time the Closing Date if (i) such electing party is not in material breach of
any covenant,

<PAGE>

representation or warranty, subject to applicable grace periods in Sections
9.1(a)(ii) and (iii), as the case may be, and is ready, willing and able to
continue towards completion of an Investment, but in no event later than
December 31, 1996, (ii) pending proceeding(s) in a bankruptcy court prevent or
do not allow for the consummation of an Investment under this Agreement for the
period that such pending proceeding(s) prevent or do not allow for such
Investment and for a period of ten (10) business days thereafter, and (iii) such
electing party is not in material breach of any covenant, representation or
warranty, subject to applicable grace periods in Sections 9.1(a)(ii) and (iii),
as the case may be, and a pending non-bankruptcy judicial proceeding prevents or
does not allow for the consummation of an Investment under this Agreement for
the period that such pending proceeding prevents or does not allow for such
Investment and for a period of ten (10) business days thereafter (but the
extension under this clause (iii) shall not extend beyond one (1) year after the
date the judgment preventing or not allowing the Investment is first entered and
the parties shall in good faith pursue on an expedited basis all available
appeals thereof).

6.11. RESTRUCTURING. The Company shall have received a final confirmation
order of the relevant Bankruptcy Court of RCPI's Borrower Plan in the Borrower's
Chapter 11 Case and/or a final confirmation order approving a reorganization
plan in any Company Chapter 11 Case, and pursuant to such an order, which order
shall not be subject to an injunction or a stay and shall be in form and
substance reasonably satisfactory to EOH, the Zell Investor Group, and the
Company, the Zell Investor Group and the Company shall have jointly arranged for
an Investment pursuant to ARTICLE II.

6.12. PAYMENT PURSUANT TO INITIAL INVESTMENT AGREEMENT. Immediately prior
to or, at the option of EOH, concurrently with the Closing, the Company shall:

(a) Repay the Note, to the extent that the Note remains outstanding at
such time, together with all interest accrued thereunder to such
date, and

(b) Pay any and all other amounts then due and payable to ZML pursuant to
the Initial Investment Agreement.

6.13. NYSE LISTING. The Shares constituting a portion of, and any Shares
issuable upon the exercise of, the Consideration Securities shall have been
approved for listing, subject to official notice of issuance, on the New York
Stock Exchange.

6.14. NUREIT FINANCING. A new third-party lender shall be ready, willing
and able to purchase the First Mortgage Loan on terms comparable to but in any
event no less favorable than those set forth on SCHEDULE 2.3(b).

<PAGE>

6.15. INITIAL INVESTMENT AGREEMENT. The Company shall have complied with
all of its obligations pursuant to the Initial Investment Agreement.

6.16 PROPERTY LEASES. The Borrower's interest under the leases for
tenants at the Property shall not be subject to any Lien that would adversely
affect in any material respect the rights of the Company.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

The obligations of the Company under ARTICLE VIII of this Agreement are
subject to the satisfaction or waiver by the Company of the following conditions
precedent on or before the Closing Date:

7.1. WARRANTIES TRUE AS OF BOTH PRESENT DATE AND CLOSING DATE. The
representations and warranties of EOH contained herein shall have been accurate,
true and correct in all material respects on and as of the date of this
Agreement, and shall also be accurate, true and correct in all material respects
on and as of the Closing Date with the same force and effect as though made by
EOH on and as of the Closing Date, subject to the modifications set forth on the
certificate referred to in Section 8.3(g), which certificate shall be subject to
the reasonable approval of the Company; PROVIDED, HOWEVER, that with respect to
representations and warranties (or parts thereof) that are qualified by any
Qualified Representation and Warranty, this SECTION 7.1 shall not serve to apply
an additional standard of materiality to any such Qualified Representation and
Warranty and each Qualified Representation and Warranty shall be true and
correct on the date hereof in accordance with the express terms of each such
Qualified Representation and Warranty.

7.2. COMPLIANCE WITH AGREEMENTS AND COVENANTS. Each of EOH and NUREIT
shall have performed and complied, in all material respects, with all of its
respective covenants, obligations and agreements contained in this Agreement to
be performed and complied with by it on or prior to the Closing Date.

7.3. DOCUMENTS. The Company shall have received from NUREIT, EOH or the
Zell Investor Group all of the agreements, documents and items specified in
SECTION 8.3.

7.4. ACTIONS OR PROCEEDINGS. No action or proceeding by any Governmental
Authority or other Person shall be pending (including a permanent injunction)
which has enjoined, restrained or prohibited any material provision of this
Agreement or the consummation of the transactions contemplated hereby.

<PAGE>

7.5. BOARD OF TRUSTEES OF NUREIT; REIT QUALIFICATION. Upon the Closing,
the Declaration of Trust of NUREIT shall provide that (i) the Board of Trustees
of NUREIT shall consist of nine individuals, four of whom shall be designated by
the Zell Investor Group, (ii) a majority of the Board will at all times consist
of individuals unaffiliated with EOH, any member of the Zell Investor Group or
NUREIT (the "outside" trustees), and all transactions between NUREIT and any
Affiliate of EOH and/or any member of the Zell Investor Group must be approved
by a majority of the "outside" trustees, and (iii) the Nominating Committee of
the Board shall consist of one Zell Investor Group trustee and two "outside"
trustees, and shall have a majority of "outside" trustees.

7.6. EFFECTIVE PROXY/REGISTRATION STATEMENT. The Proxy/Registration
Statement shall have been declared effective by the Commission.

7.7. SHAREHOLDER APPROVAL. Promptly after the Commission shall have
declared the Proxy/Registration Statement effective, the Company shall have
submitted the Proxy/Registration Statement to the holders of the issued and
outstanding Common Stock in accordance with the 1934 Act and applicable 1934 Act
Regulations. It shall be a condition to the Closing that holders of a majority
(or at least 62.5%, if Goldman Sachs/Whitehall does not approve the transactions
contemplated herein) of the Common Stock entitled to vote approve the
transactions contemplated pursuant to this Agreement as described and as set
forth in the Proxy/Registration Statement, unless rendered unnecessary by a
confirmed plan pursuant to any Company Chapter 11 Case.

7.8. FAIRNESS OPINION. The Company shall have obtained a fairness opinion
addressed to the Company's Board of Directors with respect to the Investment
from PaineWebber Incorporated which shall be reasonably satisfactory to the
Company.

7.9. RESTRUCTURING. The Company shall have received a final confirmation
order of the relevant Bankruptcy Court of RCPI's Borrower Plan in the Borrower's
Chapter 11 Case and/or a final confirmation order approving a reorganization
plan in any Company Chapter 11 Case, and pursuant to such an order, which order
shall not be subject to an injunction or a stay, in form and substance
reasonably satisfactory to EOH, the Zell Investor Group, and the Company, the
Zell Investor Group and the Company shall have jointly arranged for an
Investment pursuant to ARTICLE II.

7.10. NYSE LISTING. The Shares constituting a part of, and any Shares
issuable upon the exercise of, the Consideration Securities shall have been
approved for listing, subject to official notice of issuance, on the New York
Stock Exchange.

<PAGE>

7.11. NUREIT FINANCING. A new third-party lender shall be ready, willing
and able to purchase the First Mortgage Loan on terms comparable to but in any
event no less favorable to the Company than those set forth on SCHEDULE 2.3(b).

7.12. COMPLIANCE WITH INITIAL INVESTMENT AGREEMENT. ZML shall have
complied with all of its obligations pursuant to the Initial Investment
Agreement in all material respects.

7.13. NUREIT PERFORMANCE. NUREIT shall, in all material respects, have
taken all actions contemplated to be taken by it hereunder immediately prior to
the Closing.

7.14. DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE. On the
Closing Date, the By-laws of NUREIT shall contain provisions no less favorable
with respect to indemnification, advancement of expenses and related matters
than are set forth in Article XII of the By-laws of NUREIT as set forth in
Schedule 2.2(c) hereto.

7.15. CLOSING DATE. The Closing shall occur no later than March 31, 1996;
PROVIDED, HOWEVER, that either the Company or EOH may elect to extend from time
to time the Closing Date if (i) such electing party is not in material breach of
any covenant, representation, or warranty, subject to applicable grace periods
in Sections 9.1(a)(ii) and (iii), as the case may be, and is ready, willing and
able to continue towards completion of an Investment, but in no event later than
December 31, 1996, (ii) pending proceeding(s) in a bankruptcy court prevent or
do not allow for the consummation of an Investment under this Agreement for the
period that such pending proceeding(s) prevent or do not allow for such
Investment and for a period of ten (10) business days thereafter, and (iii) such
electing party is not in material breach of any covenant, representation, or
warranty, subject to applicable grace periods in Sections 9.1(a)(ii) and (iii),
as the case may be, and a pending non-bankruptcy judicial proceeding prevents or
does not allow for the consummation of an Investment under this Agreement for
the period that such pending proceeding prevents or does not allow for such
Investment and for a period of ten (10) business days thereafter (but the
extension under this clause (iii) shall not extend beyond one (1) year after the
date the judgment preventing or not allowing the Investment is first entered and
the parties shall in good faith pursue on an expedited basis all available
appeals thereof).

ARTICLE VIII

CLOSING

8.1. CLOSING. The Closing shall take place at the offices of the Company
or its representatives in New York, New York at 10:00 A.M. on the later of: (i)
the fifth Business Day after the satisfaction of all conditions precedent set
forth in ARTICLE VI and ARTICLE VII and (ii) the eleventh Business Day after
entry of

<PAGE>

a final order confirming RCPI's Borrower Plan, which order shall not be subject
to an injunction or a stay. If the Closing shall not take place pursuant to a
stay of an order of the Bankruptcy Court, the Closing shall take place on the
fifth Business Day subsequent to the removal of the stay.

8.2. DELIVERIES BY THE COMPANY.

(a) At the Closing, in connection with the completion of any Investment
pursuant to ARTICLE II hereof and in addition to any other documents
or agreements required under this Agreement, the Company shall
deliver to EOH, the Zell Investor Group and NUREIT the following:

(i) A fairness opinion addressed to the Company's Board of
Directors with respect to the Investment to be completed at
the Closing from PaineWebber Incorporated, which shall be
reasonably satisfactory to ZML and the Zell Investor Group;

(ii) A certificate, dated the Closing Date, of the President of
the Company, attested to by the Secretary of the Company,
certifying as to the compliance by the Company with ARTICLES
III, V and VI in the form attached hereto as SCHEDULE
8.2(a)(ii);

(iii) The Certificate of Incorporation of the Company certified by
the Secretary of State of Delaware and by-laws of the
Company, certified by the Secretary of the Company;

(iv) A certificate of the Secretary of the Company in the form
attached hereto as SCHEDULE 8.2(a)(iv), which shall include
complete certified copies of any minutes previously
delivered to EOH in a redacted form;

(v) Certificates of Good Standing for the Company from the
States of Delaware and New York, dated as of a recent date;

(vi) An opinion, dated the Closing Date, of Shearman & Sterling,
special counsel to the Company, as to those legal matters
reasonably specified by, and in form and substance
reasonably satisfactory to, ZML;

(vii) UCC title lien searches for the Company, in form and
substance satisfactory to NUREIT, showing that there are no
Liens on any of the Company's assets other then the
Permitted Liens;

<PAGE>

(viii) A certificate, dated the Closing Date, in form and substance
reasonably satisfactory to EOH, the Zell Investor Group and
NUREIT, of the President of the Company, restating as of the
Closing the representations and warranties of the Company
set forth in ARTICLE III, it being understood and agreed
that the Company shall have the right to update the
representations and warranties to reflect changed facts and
circumstances since the date of this Agreement, but such
right shall not relieve the Company of any liability
hereunder if and to the extent the change(s) are
attributable to a default by the Company hereunder.

(b) Pursuant to the provisions of SECTION 2.3 above and subject to any
modification resulting from an alternative Investment pursuant to
SECTION 2.4 hereof, the Company shall further deliver and undertake
to perform or cause to be performed the following:

(i) The Company shall sell the First Mortgage Loan to the new
third-party lender for $694 million cash (the existing
Mortgage and Mortgage Note having been split prior to the
Closing into the $694 million First Mortgage Loan and the
$606 million Second Mortgage Loan);

(ii) The Company shall sell the Second Mortgage Loan to NUREIT;

(iii) Utilizing an escrow to accomplish essentially simultaneous
transactions, subject to SECTION 2.5 hereof, the Company
shall then use the aggregate cash proceeds from the sale of
the First Mortgage Loan and the Purchase Price as follows:

(A) To pay all amounts required to retire the Company's
Convertible Debentures (including the Zero Coupon
Convertible Debentures due 2000, which may
alternatively, at the option of EOH and the Company,
each acting reasonably, remain outstanding, in which
event NUREIT would assume the obligations of the
Company in respect thereof as required by the
applicable documents and the $694 million First
Mortgage Loan and the cash proceeds from the sale
thereof would be reduced correspondingly);

<PAGE>

(B) To pay all Indebtedness owed to Goldman Sachs/Whitehall
at par;

(D) In the event of a Consensual Transaction, to
deposit $15 million into the Escrow Account.

(iv) The Company shall repurchase at the Closing the Initial
Shares and/or the Subsequent Shares purchased by ZML
pursuant to the Initial Investment Agreement, if any, for
the purchase price paid by ZML; PROVIDED, HOWEVER, that in
the event that the Company shall not repurchase the Initial
Shares and/or Subsequent Shares as set forth above, then the
amount of cash contributed to NUREIT by the Zell Investor
Group shall be reduced and the per Share purchase price to
be paid by the Zell Investor Group shall be equitably
adjusted to maintain the Zell Investor Group's approximate
50% economic interest in NUREIT in a manner reasonably
acceptable to the Company and the Zell Investor Group.

(v) The Company shall then proceed with its plan of liquidation,
including the provisions set forth in ARTICLE X hereto,
after providing for its remaining liabilities as set forth
herein (to the satisfaction of EOH, the Zell Investor Group
and NUREIT).

(vi) Notwithstanding the foregoing, in the event of a Non-
Consensual Transaction, the Company shall contribute
2,727,273 Shares to the Escrow Account as defined in and
pursuant to SECTION 10.11.

(c) In the event that an alternative Investment is pursued pursuant to
SECTION 2.4 hereof or that adjustments to the items set forth in this
ARTICLE VIII are necessary as required by SECTION 2.5(b) hereof, the
Company shall, in good faith, take such actions and deliver such
documents as are necessary to effectuate and consummate such
alternative Investment.

8.3. DELIVERIES BY NUREIT.

At the Closing in connection with the completion of any Investment pursuant
to ARTICLE II hereof, NUREIT shall deliver to the Company the following:

<PAGE>

(a) The Purchase Price as provided in Section 2.3(c) or pursuant to
SECTION 2.4;

(b) A certificate, dated the Closing Date, of NUREIT, certifying as to
compliance by NUREIT with SECTIONS 7.1 and 7.2 in the form attached
hereto as SCHEDULE 8.3(b); and

(c) An opinion, dated the Closing Date, of Rosenberg & Liebentritt,
special counsel to NUREIT, in form and substance reasonably
satisfactory to the Company as to the legal matters set forth in
SECTIONS 4.1, 4.2, and 4.3.

(d) At the Closing, NUREIT would be capitalized by the Zell Investor
Group as provided pursuant to SECTION 2.3 herein.

(i) Upon capitalizing NUREIT, the Zell Investor Group would be
granted (a) registration rights as to its Shares of NUREIT that
are comparable and no less favorable than those granted to
Goldman Sachs/Whitehall in December, 1994, and (b) in the case of
(x) a Consensual Transaction, 3,000,000 NUREIT SARs at $5.50 per
Share, or (y) a Non-Consensual Transaction and the issuance of
the Initial Shares and/or Subsequent Shares, 3,333,829 NUREIT
SARs, in each case subject to adjustment upwards in the event of
any additional issuances of Common Stock, Warrants and Company
SARs from the date of this Agreement through and including the
Closing Date hereunder and downwards in the event that less than
all of the Initial Shares and Subsequent Shares have been issued
(PROVIDED, HOWEVER, that in no event shall the Zell Investor
Group be entitled to receive less than 3,000,000 NUREIT SARs)
such that the Zell Investor Group will retain upon Closing an
approximate 50% economic interest in NUREIT.

(ii) Also upon closing, the Zell Investor Group shall contribute an
additional amount to NUREIT equal to $2,350,000 in cash.

(e) An opinion, dated the Closing Date, of special tax counsel to NUREIT,
in form and substance reasonably satisfactory to the Company, to the
effect that NUREIT has been organized in conformity with the
requirements for qualification as a "real estate investment trust"
under the Code, and its proposed method of operation will enable it
to meet the requirements for qualification and taxation as a "real
estate investment trust" under the Code.

(f) Pursuant to the provisions of SECTION 2.3 hereof and subject to any
modification resulting from an alternative Investment pursuant to
SECTION 2.4 hereof, EOH shall cause the following to occur at the
Closing:

<PAGE>

(i) NUREIT, directly or indirectly, shall acquire the Property by
succeeding to all of the outstanding partnership interests in
each of RCPI and RCPA (free of transfer taxes pursuant to RCPI's
Borrower Plan), maintaining the legal validity of the Mortgage
and the Mortgage Note, and arrange for the settlement of all of
the Borrower's obligations other than obligations owed to
Affiliates of and entities related to Borrower, whether arising
from direct claims or from claims arising from the rejection of
the Insider Debt and obligations covered by insurance;

(ii) NUREIT shall assume the liabilities of the Company as set forth
on Schedule 2.3(f) hereto; PROVIDED, HOWEVER, that NUREIT shall
in no event assume or be liable for any liabilities incurred by
the Company or arising subsequent to the Closing Date; and

(iii) ZML shall surrender the Initial Shares and the Subsequent Shares
then held by it, if any, for cancellation by the Company;
PROVIDED, HOWEVER, that in the event that the foregoing would
result in an adverse tax consequence to EOH, ZML, NUREIT or the
Zell Investor Group, then the parties shall in good faith
restructure the transaction in a manner to avoid such adverse tax
consequence and in a manner reasonably acceptable to the Company,
EOH, ZML and the Zell Investor Group.

(g) In the event that an alternative Investment is pursued pursuant to
SECTION 2.4 hereof or that adjustments to the items set forth in this
ARTICLE VIII are necessary as required by SECTION 2.5(b) hereof, EOH
shall, in good faith, take or cause to be taken such actions and
deliver or cause to be delivered such documents as necessary to
effectuate and consummate such alternative Investment.

(h) A certificate, dated the Closing Date, in form and substance
reasonably satisfactory to the Company, of the President of EOH
restating as of Closing the representations and warranties of EOH set
forth in ARTICLE IV, it being understood and agreed that EOH shall
have the right to update the representations and warranties to
reflect changed facts and circumstances since the date of this
Agreement, but such right shall not relieve EOH of any liability
hereunder if and to the extent the change(s) are attributable to a
default by EOH hereunder.

8.4. POST-CLOSING OBLIGATIONS. After making adequate provision for its
liabilities (including adequate provision for liabilities pursuant to ARTICLE X
hereof, the adequacy of which

<PAGE>

shall be determined in cooperation with, and reasonably consented to by, EOH and
the Zell Investor Group), the Company would be dissolved pursuant to a plan of
liquidation reasonably satisfactory to EOH and the Zell Investor Group and the
Consideration Securities would be distributed amongst the holders of the equity
securities of the Company as such holders are entitled thereto. If necessary in
connection therewith and if and to the extent requested by the Company, for a
period of one (1) year after Closing, NUREIT shall purchase from the Company
such number of the NUREIT SARs (and if necessary, NUREIT Warrants) at a price of
$.50 per NUREIT SAR (and per NUREIT Warrant, if applicable) and otherwise upon
such terms as NUREIT may reasonably require. NUREIT will assume certain
identified liabilities set forth on SCHEDULE 2.3(f) hereto and liabilities
hereafter arising if and to the extent due to litigation initiated to challenge
the transactions contemplated herein, but NUREIT shall not be obligated to
assume any other liabilities of the Company and the Company shall indemnify and
hold NUREIT harmless from all such other liabilities to the extent provided in
ARTICLE X hereof.

8.5. COMPANY POST-CLOSING ACTIVITIES.

(a) Immediately following the Closing, the Company shall cease all
business operations and shall commence and diligently pursue to
completion a plan of liquidation and dissolution providing for (i) the
winding up of all affairs of the Company, (ii) the payment of all
expenses and satisfaction of all liabilities of the Company retained
by the Company, and (iii) the prompt distribution to the holders of
the equity securities of the Company of the portion of the
Consideration Securities to which such holders shall be entitled.
After Closing, the Company shall (x) take no actions other than those
reasonably related and incidental to effecting such plan of
liquidation and dissolution and (y) upon completion of its liquidation
and dissolution, assign all of its rights, title and interest in the
name "Rockefeller Center Properties, Inc." and all derivatives thereof
to NUREIT.

(b) Notwithstanding anything to the contrary in this Agreement, the
Company shall indemnify, defend and hold NUREIT Indemnified Parties
harmless for any and all Losses incurred by any of the NUREIT
Indemnified Parties arising out of or relating to any actions taken by
the Company after the Closing.

<PAGE>

ARTICLE IX

TERMINATION

9.1. TERMINATION.

(a) This Agreement may be terminated at any time on or prior to the
Closing Date:

(i) With the mutual consent of the Company and EOH;

(ii) By EOH if there shall have been a material breach of any
covenant, representation or warranty of the Company hereunder,
and such breach shall not have been remedied to EOH's
reasonable satisfaction within thirty (30) days after receipt
of a notice in writing from EOH specifying the breach;

(iii) By the Company, if there shall have been a material breach of
any covenant, representation or warranty of EOH hereunder, and
such breach shall not have been remedied to the Company's
reasonable satisfaction within thirty (30) days after receipt
by EOH of notice in writing from the Company specifying the
breach and requesting such be remedied; or

(iv) By either NUREIT or the Company if the Closing shall not have
occurred by March 31, 1996, unless (A) either the Company or
EOH is ready, willing and able to continue towards completion
of an Investment, such party has elected to extend the Closing
Date and such electing party is not in material breach of any
covenant, representation or warranty, subject to applicable
cure periods as provided in subsections (ii) and (iii) above,
as the case may be, at the time of such election, but in no
event later than December 31, 1996, (B) pending proceeding(s)
in a bankruptcy court prevent or do not allow for the
consummation of an Investment under this Agreement for the
period that such pending proceeding(s) prevent or do not allow
for such Investment and for a period of ten (10) business days
thereafter, and (C) either the Company or EOH has elected to
extend the Closing Date and such electing party is not in
material breach of any covenant, representation or warranty,
subject to applicable cure periods as provided in subsections
(ii) and (iii) above, as the case may be, and at the time of
such election a pending non-bankruptcy judicial proceeding
prevents or does not allow for the consummation

<PAGE>

of an Investment under this Agreement for the period that such
pending proceeding prevents or does not allow for such
Investment and for a period of ten (10) business days
thereafter (but the extension under this clause (C) shall not
extend beyond one (1) year after the date the judgment
preventing or not allowing the Investment is first entered).

(b) The Company shall have the right to terminate this Agreement if it
receives a proposal for an Alternative Transaction that the Company's
Board of Directors determines could be financially superior to the
transactions contemplated herein and that therefore, based upon and
with advice of counsel, the Company's Board of Directors believes it
has a fiduciary duty to the Company's shareholders to respond to and
pursue.

(c) Notwithstanding anything to the contrary contained in this Agreement,
(i) if this Agreement is terminated at any time pursuant to
subsections (a)(ii) or (b) above, or (ii) if (A) EOH is not in
material breach of any covenant, representation or warranty, subject
to applicable cure periods as provided in subsections (a)(ii) and
(iii) above, as the case may be, (B) EOH is ready, willing and able to
complete an Investment, (C) EOH has satisfied, in all material
respects, the conditions set forth in ARTICLE VII hereof other than
the condition set forth in SECTION 7.15 hereof, and (D) the Company
has not terminated this Agreement pursuant to subsection (a)(iii)
above and the Company shall fail to close an Investment as
contemplated by this Agreement, or (iii) the Company's Board of
Directors cannot, due to its fiduciary duty to the holders of Common
Stock, recommend, as called for in SECTION 5.5(b) hereof, approval to
such holders of the transactions contemplated herein as described and
as set forth in the Proxy/Registration Statement, and if the Company
closes an Alternative Transaction (whether or not the subject of such
proposal) within 30 months after (x) the date of termination of this
Agreement with respect to subsection (i) above, (y) the final date of
extension of the Closing Date with respect to subsection (ii) above,
or (z) the date on which the Company's Board of Directors exercises
its fiduciary duty not to recommend the approval of the transactions
contemplated herein pursuant to Section 5.5(b) hereof with respect to
subsection (iii) above, the Company shall pay to the Zell Investor
Group a fee of $9,575,000 (and reimburse the Zell Investor Group for
its reasonable out-of-pocket expenses incurred in connection with the
transactions contemplated hereby in an amount (not to exceed $2
million) equal to the amount by which such expenses exceed $2 million)
at the closing of such Alternative Transaction. Such fee

<PAGE>

shall bear interest at the rate of 8% (compounded semi-annually) from
the 90th day after the date of the Company's termination of this
Agreement as aforesaid until the date on which such payment is due.

9.2. EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
SECTION 9.1, all obligations of the parties hereunder shall terminate, except
for the obligations set forth in SECTIONS 9.1(c), 11.1 and 11.14, which shall
survive the termination of this Agreement, and except that no such termination
shall relieve any party from liability for any prior willful breach of this
Agreement.

ARTICLE X

INDEMNIFICATION

10.1. SURVIVAL. The representations and warranties of the parties hereto
contained herein shall survive the Closing for a period of one year. The
covenants and agreements of the parties hereto shall survive indefinitely.

10.2. INDEMNIFICATION BY COMPANY. Subsequent to the Closing, the Company
agrees to indemnify and defend each of the NUREIT Indemnified Parties against,
and agrees to hold each of them harmless from, any and all Losses (but in no
event shall the aggregate liability of the Company pursuant to this ARTICLE X be
greater than the amount from time to time outstanding in, or shall the Company
be obligated to make any payments to any NUREIT Indemnified Party from any
source other than, the Escrow Account as defined and as set forth in SECTION
10.11 below) incurred or suffered by them relating to or arising out of or in
connection with any of the following:

(a) any breach of or any inaccuracy in any representation or warranty made
by the Company in this Agreement or any document delivered at the
Closing pursuant to SECTION 8.2; or

(b) any breach of or failure by the Company to perform any covenant or
obligation of the Company set out in this Agreement or any document
delivered at the Closing; or

(c) any Taxes for or with respect to any period ending on or prior to the
Closing Date for which the Company is liable, whether directly or
indirectly, in its own right or as a transferee of the assets of, or
successor to, any person or by reason of its being a member of an
affiliated or combined group of corporations, including, without
limitation, by reason of Treasury Regulation Schedule 1.1502-6 and any
funding or underfunding obligations for which the Company is liable
under ERISA; or

<PAGE>

(d) any liabilities of any nature whatsoever incurred by the Company prior
to the Closing Date and not listed on SCHEDULE 2.3(f) hereto;
PROVIDED, HOWEVER, that NUREIT will assume, and the Company shall have
no liability pursuant to this SECTION 10.2 for, any Loss incurred or
with respect to liabilities hereafter arising if and to the extent due
to litigation initiated to challenge the transactions contemplated
herein; PROVIDED, FURTHER, that the preceding proviso shall not apply
to Losses related to or incurred pursuant to contractual obligations
of the Company with or relating to Goldman Sachs/Whitehall; or

(e) 50% of any liabilities incurred by NUREIT relating to a "change of
control" of the Company as it relates to employees of the Company and
the termination of the employment of the employees of the Company.

10.3. INDEMNIFICATION BY NUREIT. At the Closing, EOH shall cause NUREIT
to agree to indemnify the Company and each of their respective Affiliates,
officers, directors, employees and partners and agrees to hold each of them
harmless from, any and all Losses incurred or suffered by them relating to or
arising out of or in connection with any of the following:

(a) any breach of or any inaccuracy in any representation or warranty made
by NUREIT in this Agreement or any document delivered at the Closing
pursuant to SECTION 8.3; or

(b) any breach of or failure by NUREIT to perform any covenant or
obligation of NUREIT set out in this Agreement or any document
delivered at the Closing.

10.4. SPECIAL INDEMNIFICATION BY NUREIT. (a) Subsequent to the Closing,
EOH shall cause NUREIT to the fullest extent permitted under applicable law, to
indemnify and hold harmless, each present and former director, officer,
employee, fiduciary and agent of the Company (collectively, the "Special
Indemnified Parties") against all Losses in connection with any claim, action,
suit, proceeding or investigation (with respect to actions taken prior to the
Closing), whether civil, criminal, administrative or investigative, arising out
of or pertaining to any action or omission in their capacity as an officer,
director, employee, fiduciary or agent occurring before the Closing, whether
asserted or claimed prior to, at or after the Closing Date, for a period of six
years after the Closing Date in each case to the fullest extent permitted under
applicable law (and shall pay any expenses in advance of the final disposition
of such action or proceeding to each Special Indemnified Party to the fullest
extent permitted under applicable law, upon receipt from the Special Indemnified
Party to whom expenses are advanced of an undertaking to repay such advances
required under applicable law). In the event of any such claim, action, suit,
proceeding or investigation, NUREIT, at its expense, shall have

<PAGE>

the right to defend such claim, action, suit, proceeding or investigation,
unless there is, as determined by counsel to NUREIT, a conflict or reasonable
likelihood of a conflict such that the representation of one or more of the
Special Indemnified Parties would be impermissible under applicable standards of
professional conduct, in which case, or in the case that NUREIT elects not to
defend such claim, suit, proceeding or investigation, then NUREIT shall pay the
reasonable fees and expenses of counsel selected by the Special Indemnified
Parties, which counsel shall be reasonably satisfactory to NUREIT, promptly
after statements therefor are received and NUREIT shall cooperate in the defense
of any such matter; PROVIDED, HOWEVER, that, in the event that any claim for
indemnification is asserted or made within such six-year period, all rights to
indemnification in respect of such claim shall continue until the disposition of
such claim. For the purposes solely of this SECTION 10.4, the corporate law of
the State of Delaware shall be assumed to be the "applicable law" referred to in
this SECTION 10.4.

(b) NUREIT shall maintain in effect for six years from the Closing Date,
if available upon commercially reasonable terms, the current directors' and
officers' liability insurance policies maintained by the Company (PROVIDED that
NUREIT may substitute therefor policies of at least the same coverage containing
terms and conditions which are not materially less favorable upon commercially
reasonable terms, so long as substitution does not result in gaps or lapses in
coverage) with respect to matters occurring prior to the Closing Date.

(c) In the event NUREIT or any of its respective successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers all or substantially all of its properties and assets to any
person, then, and in each such case, proper provision shall be made so that the
successors and assigns of NUREIT shall assume the obligations set forth in this
SECTION 10.4.

10.5. PROXY/REGISTRATION STATEMENT INDEMNIFICATION.

(a) Notwithstanding any contrary provisions contained in this ARTICLE X
(subject to the limit on the aggregate liability of the Company under
this ARTICLE X as set forth in SECTION 10.2 above), in relation to the
Proxy/Registration Statement, the Company agrees to indemnify, defend
and hold harmless the NUREIT Indemnified Parties with respect to
written information furnished or provided by or on behalf of the
Company expressly for use in the Proxy/Registration Statement as
follows:

(i) against any and all Loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of

<PAGE>

a material fact contained in the Proxy/Registration Statement (or
any amendment thereto), including the information deemed to be
part of the Proxy/Registration Statement pursuant to Rule 430A(b)
of the 1933 Act Regulations, if applicable, or the omission or
alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged
untrue statement of a material fact contained in any preliminary
prospectus or the Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading;

(ii) against any and all Loss, liability, claim, damage or expense
whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent
of the Company; and

(iii) against any and all expense whatsoever, as incurred (including,
subject to subsection (c) hereof, the fees and disbursements of
counsel chosen by the NUREIT Indemnified Parties), reasonably
incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above.

(b) Notwithstanding any contrary provisions contained in this ARTICLE X,
in relation to the Proxy/Registration Statement, NUREIT agrees to
indemnify, defend and hold harmless the Company, its directors, each
of its officers who signed the Proxy/Registration Statement, and each
person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act against any and all Loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a)
hereof as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the
Proxy/Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any

<PAGE>

amendment or supplement thereto) in reliance upon and in conformity
with written information furnished to the Company by or on behalf of
the NUREIT Indemnified Parties expressly for use in the
Proxy/Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

(c) Each Indemnified Person shall give notice as promptly as reasonably
practicable to each Indemnifying Person of any action commenced
against it in respect of which indemnity may be sought hereunder, but
failure to so notify an Indemnifying Person shall not relieve such
Indemnifying Person from any liability which it may have otherwise
than on account of this indemnity agreement. An Indemnifying Person
may participate at its own expense in the defense of any such action.
In no event shall the Indemnifying Persons be liable for fees and
expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all Indemnified Persons in
connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances.

10.6. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
SECTION 10.5 hereof is for any reason held to be unenforceable by the
Indemnified Persons although applicable in accordance with its terms, the
Company and NUREIT shall contribute to the aggregate Losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the Company and each of the NUREIT Indemnified Parties, as
incurred, in such proportions that NUREIT is responsible for that portion
represented by the relative benefit received by the NUREIT Indemnified Parties
pursuant to this Agreement versus the relative benefit received by the Company
pursuant to this Agreement; PROVIDED, HOWEVER, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person,
if any, who controls NUREIT Indemnified Parties within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as such NUREIT
Indemnified Parties, and each director of the Company, each officer of the
Company who signed the Proxy/Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as the Company.

10.7. CLAIMS. The provisions of this Section shall be subject to
SECTION 10.8. As soon as is reasonably practicable after becoming aware of a
claim for indemnification under this Agreement, but no later than the first
anniversary of the Closing

<PAGE>

Date, the Indemnified Person shall promptly give notice to the Indemnifying
Person of such claim and the amount the Indemnified Person will be entitled to
receive hereunder from the Indemnifying Person; PROVIDED that the failure of the
Indemnified Person to give notice shall not relieve the Indemnifying Person of
its obligations under this ARTICLE X except to the extent (if any) that the
Indemnifying Person shall have been prejudiced thereby; PROVIDED, FURTHER, that
no new claims may be made against the Escrow Account after the first anniversary
of the Closing Date. If the Indemnifying Person does not object in writing to
such indemnification claim within 30 calendar days of receiving notice thereof,
the Indemnified Person shall be entitled to recover promptly from the
Indemnifying Person the amount of such claim (but such recovery shall not limit
the amount of any additional indemnification to which the Indemnified Person may
be entitled pursuant to SECTION 10.2 or 10.3), and no later objection by the
Indemnifying Person shall be permitted. If the Indemnifying Person agrees that
it has an indemnification obligation but objects that it is obligated to pay
only a lesser amount, the Indemnified Person shall nevertheless be entitled to
recover promptly from the Indemnifying Person the lesser amount, without
prejudice to the Indemnified Person's claim for the difference.

10.8. NOTICE OF THIRD PARTY CLAIMS; ASSUMPTION OF DEFENSE. The
Indemnified Person shall give notice as promptly as is reasonably practicable to
the Indemnifying Person of the assertion of any claim, or the commencement of
any suit, action or proceeding, by any Person not a party hereto in respect of
which indemnity may be sought under this Agreement; PROVIDED that the failure of
the Indemnified Person to give notice shall not relieve the Indemnifying Person
of its obligations under this ARTICLE X except to the extent (if any) that the
Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person
may, at its own expense, (a) participate in the defense of any claim, suit,
action or proceeding and (b) upon notice to the Indemnified Person and the
Indemnifying Person's delivering to the Indemnified Person a written agreement
that the Indemnified Person is entitled to indemnification pursuant to SECTION
10.2 or 10.3 for all Losses arising out of such claim, suit, action or
proceeding and that the Indemnifying Person shall be liable for the entire
amount of any Loss, at any time during the course of any such claim, suit,
action or proceeding, assume the defense thereof; PROVIDED, HOWEVER, that (i)
the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified
Person, and (ii) the Indemnifying Person shall thereafter consult with the
Indemnified Person upon the Indemnified Person's reasonable request for such
consultation from time to time with respect to such claim, suit, action or
proceeding. If the Indemnifying Person assumes such defense, the Indemnified
Person shall have the right (but not the duty) to participate in the defense
thereof and to employ counsel, at its own expense, separate from the counsel
employed by the Indemnifying Person. If, however, the Indemnified Person
reasonably determines in its judgment that representation by the Indemnifying
Person's counsel of both the

<PAGE>

Indemnifying Person and the Indemnified Person would present such counsel with a
conflict of interest, then such Indemnified Person may employ separate counsel
to represent or defend it in any such claim, action, suit or proceeding and the
Indemnifying Person shall pay the fees and disbursements of such separate
counsel. Whether or not the Indemnifying Person chooses to defend or prosecute
any such claim, suit, action or proceeding, all of the parties hereto shall
cooperate in the defense or prosecution thereof.

10.9. SETTLEMENT OR COMPROMISE. Any settlement or compromise made or
caused to be made by the Indemnified Person or the Indemnifying Person, as the
case may be, of any such claim, suit, action or proceeding of the kind referred
to in SECTION 10.8 shall also be binding upon the Indemnifying Person or the
Indemnified Person, as the case may be, in the same manner as if a final
judgment or decree had been entered by a court of competent jurisdiction in the
amount of such settlement or compromise; PROVIDED, HOWEVER, that no obligation,
restriction or Loss shall be imposed on the Indemnified Person as a result of
such settlement without its prior written consent. The Indemnified Person will
give the Indemnifying Person at least 30 days' written notice of any proposed
settlement or compromise of any claim, suit, action or proceeding it is
defending, during which time the Indemnifying Person may reject such proposed
settlement or compromise; PROVIDED, HOWEVER, that from and after such rejection,
the Indemnifying Person shall be obligated to assume the defense of and full and
complete liability and responsibility for such claim, suit, action or proceeding
and any and all Losses in connection therewith in excess of the amount of
unindemnifiable Losses which the Indemnified Person would have been obligated to
pay under the proposed settlement or compromise.

10.10. FAILURE OF INDEMNIFYING PERSON TO ACT. In the event that the
Indemnifying Person does not elect to assume the defense of any claim, suit,
action or proceeding, then any failure of the Indemnified Person to defend or to
participate in the defense of any such claim, suit, action or proceeding or to
cause the same to be done, shall not relieve the Indemnifying Person of its
obligations hereunder.

10.11. ESCROW AGREEMENT. In order to secure the payment by the Company
of its indemnification obligations pursuant to this ARTICLE X and provide for
actual costs incurred in connection with the dissolution of the Company, the
parties hereto shall enter into an Escrow Agreement in form and substance
reasonably satisfactory to the Company and EOH, providing INTER ALIA for the
following: (i) the deposit by the Company, at the Closing, of either
(A) $15,000,000 of cash proceeds from the Investment in the event of a
Consensual Transaction or (B) 2,727,273 Shares (based upon a price of $5.50 per
Share) in the event of a Non-Consensual Transaction, into an escrow account (the
"Escrow Account") to be administered by an unaffiliated party mutually agreeable
to the parties hereto; and (ii) the

<PAGE>

distribution of the residual interest in the Escrow Account upon the expiration
of any indemnity provided by the Company pursuant to this ARTICLE X to the
Company or its liquidating trustee.

ARTICLE XI

MISCELLANEOUS

11.1. EXPENSES. Expenses incident to the performance of obligations
under this Agreement shall be borne and paid as follows: (i) the printing and
filing of the Proxy/Registration Statement as originally filed and of each
amendment thereto by the Company, (ii) the preparation, issuance and delivery of
the certificates for the Consideration Securities to the Persons entitled
thereto, (iii) the fees and disbursements of the Company's counsel and
accountants, including, but not limited to, those fees and disbursements
relating to the Proxy/Registration Statement, the Borrower's Chapter 11 Case,
RCPI's Borrower Plan and the Company Chapter 11 Case by the Company, (iv) the
qualification of the Consideration Securities under securities laws of such
states and other jurisdictions of the United States as necessary pursuant to a
distribution of Consideration Securities to the Persons entitled thereto,
including filing fees and the fees and disbursements of counsel in connection
therewith and in connection with the preparation of the Blue Sky Survey by the
Company, (v) the printing and delivery to the holders of Common Stock of copies
of the Proxy/Registration Statement as declared effective by the Commission and
of each amendment thereto, of each preliminary prospectus, and of the Prospectus
and any amendments or supplements thereto, as required pursuant to the 1933 Act,
the 1934 Act, the 1933 Act Regulations or the 1934 Act Regulations by the
Company, (vi) the solicitation of affirmative votes of the shareholders of
Common Stock relating to the Proxy/Registration Statement by the Company; (vii)
fees and disbursements of EOH's and NUREIT's counsel by EOH and NUREIT,
respectively; (viii) any fees and costs incurred by the Company and/or NUREIT in
arranging for the First Mortgage Loan financing by the Company; and (ix) any
other expenses incurred by the Company in connection with the transactions
contemplated hereby by the Company. In addition, any other expenses incurred by
EOH or the Zell Investor Group in connection with this Agreement shall be borne
and paid for by EOH and the Zell Investor Group, as the case may be.

11.2. AMENDMENT. This Agreement may be amended, modified or
supplemented but only in writing signed by a duly authorized, duly appointed
representative of EOH and the President of the Company.

11.3. NOTICES. Except as otherwise expressly provided herein, all notices
and other communications shall have been duly given and shall be effective (i)
when delivered, (ii) when transmitted via telecopy (or other facsimile device)
to the number set out below, (iii) the day following the day on which the same
has been delivered prepaid to a reputable national

<PAGE>

overnight air courier service or (iv) the third Business Day following the day
on which the same is sent by certified or registered mail, postage prepaid, in
each case to the respective parties at the address set forth below, or at such
other address as such party may specify by written notice to the other party
hereto:

if to the Company: Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
New York, New York 10020

Attention: Secretary
Telephone: (212) 698-1440
Telecopy: (212) 698-1453

with a copy to: Shearman & Sterling
599 Lexington Avenue
New York, New York 10022-6069

Attention: Cornelius J. Dwyer, Jr.
Telephone: (212) 848-4000
Telecopy: (212) 848-7179

if to EOH or the
Zell Investor Group: Equity Office Holdings, L.L.C.
Two North Riverside Plaza
Chicago, Illinois 60606

Attention: Randall K. Rowe
Telephone: (312) 466-4050
Telecopy: (312) 454-9946

with a copy to: Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza - Suite 1515
Chicago, Illinois 60606

Attention: Donald J. Liebentritt
William C. Hermann
Telephone: (312) 466-3456
Telecopy: (312) 454-0335

if to NUREIT: [NUREIT]
Two North Riverside Plaza
Chicago, Illinois 60606

Attention: Randall K. Rowe
Telephone: (312) 466-4050
Telecopy: (312) 454-9946

<PAGE>

with a copy to: Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606

Attention: Donald J. Liebentritt
William C. Hermann
Telephone: (312) 466-3456
Telecopy: (312) 454-0335

11.4. EFFECT OF INVESTIGATION. Any due diligence review, audit or other
investigation or inquiry undertaken or performed by or on behalf of any of the
parties hereto shall not limit, qualify, modify or amend the representations,
warranties or covenants of, or indemnities by, any of the parties hereto made or
undertaken pursuant to this Agreement, irrespective of the knowledge and
information received (or which should have been received) therefrom by the other
parties hereto.

11.5. WAIVERS. The failure of a party hereto at any time or times to
require performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by a party of any condition or
of any breach of any term, covenant, representation or warranty contained in
this Agreement shall be effective unless in writing, and no waiver in any one or
more instances shall be deemed to be a further or continuing waiver of any such
condition or breach in other instances or a waiver of any other condition or
breach of any other term, covenant, representation or warranty.

11.6. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

11.7. INTERPRETATION. The headings preceding the text of Articles and
Sections included in this Agreement and the headings to Exhibits and Schedules
attached to this Agreement are for convenience only and shall not be deemed part
of this Agreement or be given any effect in interpreting this Agreement. The
use of the masculine, feminine or neuter gender herein shall not limit any
provision of this Agreement. The use of the terms "including" or "include"
shall in all cases herein mean "including, without limitation" or "include,
without limitation," respectively. Underscored references to Articles, Sections
or Schedules shall refer to those portions of this Agreement. Consummation of
the transactions contemplated herein shall not be deemed a waiver of a breach of
or inaccuracy in any representation, warranty or covenant or of any party's
rights and remedies with regard thereto.

11.8. APPLICABLE LAW. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York
without giving effect to the principles of conflicts of law thereof.

<PAGE>

11.9. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns;
PROVIDED, HOWEVER, that no assignment of any rights or obligations shall be made
by the Company without the written consent of EOH or by EOH without the written
consent of the Company, except that EOH may assign its rights hereunder without
such consent to any Affiliate of EOH.

11.10. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the
benefit of the parties hereto and, to the extent provided herein, their
respective Affiliates, assignees, designees, directors, trustees, officers,
partners, employees, agents and representatives, and no provision of this
Agreement shall be deemed to confer upon other third parties any remedy, claim,
liability, reimbursement, cause of action or other right.

11.11. PUBLICITY. Any public announcement made by or on behalf of either
EOH or the Company prior to the termination of this Agreement pursuant to
ARTICLE IX hereof concerning this Agreement, the transactions described herein
or any other aspect of the dealings heretofore had or hereafter to be had
between EOH, the Zell Investor Group, NUREIT and the Company must first be
approved by the other party, subject to the Company's obligations as a public
company (but the Company shall nonetheless consult with EOH, the Zell Investor
Group, and NUREIT as to all such public announcements).

11.12. FURTHER ASSURANCES. Upon the reasonable request of a party hereto,
the other such party hereto will on and after the Closing Date execute and
deliver to the requesting party such other documents, releases, assignments and
other instruments as may be required to effectuate completely the transfer and
assignment to the requesting party of, and to vest fully in the requesting party
title to, the assets transferred hereunder, and to otherwise carry out the
purposes of this Agreement. Without limitation, at Closing, the Company shall
assign, transfer and convey to NUREIT all of its right, title and interest in
and to all of the assets retained by the Company immediately subsequent to the
completion of the transactions constituting the Closing, except the Company's
interest in the Escrow Account and $150,000 in cash to enable the Company to pay
the expenses of its liquidation and except as otherwise provided in SECTION
3.6(b) hereof; and after Closing, NUREIT shall make available to the Company
such portion(s) of such assets as may be reasonably requested by the Company to
enable the Company to wind up its affairs and liquidate.

11.13. SEVERABILITY. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

<PAGE>

11.14. REMEDIES. The remedies provided in this Agreement shall be
cumulative and shall not preclude the assertion or exercise of any other rights
or remedies available by law, in equity or otherwise. In the event of
litigation relating to this Agreement, if a court of competent jurisdiction
finally determines that either party has breached this Agreement, then the
defaulting party shall be liable and pay to the other the legal fees and
expenses incurred by the other party in connection with such litigation,
including any appeals therefrom.

11.15. ENTIRE UNDERSTANDING. This Agreement and the agreements
contemplated hereby set forth the entire agreement and understanding of the
parties hereto and supersede any and all prior agreements, arrangements and
understandings among the parties relating to the transactions referred to
herein.

11.16. NO PRESUMPTION AGAINST DRAFTER. Each of EOH, the Zell Investor
Group, and the Company have jointly participated in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by each of EOH, the Zell Investor Group and the Company and no presumptions or
burdens of proof shall arise favoring any party by virtue of the authorship of
any of the provisions of this Agreement.

11.17. SUBSTITUTE FEE. In the event that the fee provided for in Section
9.1(c) hereof is not payable and in the event of the termination of this
Agreement pursuant to (a) SECTION 9.1(a)(iv)(C) or (b) the failure to satisfy
the condition precedent set forth in SECTION 7.11 hereof, EOH shall be entitled
to receive from the Company and the Company shall pay to EOH a $1.5 million fee
upon consummation by the Company of an Alternative Transaction within 30 months
after such termination.

11.18. SPECIAL EXPENSE REIMBURSEMENT. Notwithstanding anything to the
contrary in SECTION 9.1 or 11.1 hereto, in the event that the Company has
satisfied all of the conditions precedent set forth in ARTICLE VI hereof, other
than SECTION 6.14 hereto, and is ready, willing and able to complete an
Investment as contemplated in this Agreement, and EOH shall fail to consummate
such Investment contemplated by this Agreement, then EOH shall reimburse the
Company for not more than $1,000,000 of third-party costs actually incurred by
the Company in connection with this Agreement.

* * *

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

ROCKEFELLER CENTER PROPERTIES, INC.

/s/ RICHARD M. SCARLATA
------------------------------------------
By: Richard M. Scarlata
Its: President and Chief Executive Officer

EQUITY OFFICE HOLDINGS, L.L.C.

By: /s/ SAMUEL ZELL
---------------------------------------
Name: Samuel Zell
Title: Chairman

<PAGE>

Schedule 2.2(c)

Declaration of Trust and By-Laws

As attached, provided that the Declaration of Trust shall be modified to
provide that the Zell Investor Group shall be entitled to elect a number of
Trustees equal to one less than a majority of the entire Board of Trustees as
long as it continues to hold Shares, which number of Trustees shall be reduced
as the Zell Investor Group's investment in Shares is reduced in a manner to be
reasonably determined by EOH and the Company.

<PAGE>

[NEW ROCK REALTY TRUST]

DECLARATION OF TRUST

Dated ____________, 1995

This DECLARATION OF TRUST is made as of the date set forth above by the
undersigned Trustees.

ARTICLE I

THE TRUST; CERTAIN DEFINITIONS

SECTION 1.1 NAME. The name of the trust (hereinafter called the "Trust")
is:

[New Rock Realty Trust]

SECTION 1.2 RESIDENT AGENT. The name and address of the resident agent of
the Trust in the State of Maryland are The Prentice-Hall Corporation System,
Maryland, 11 East Chase Street, Baltimore, Maryland 21202. The Trust may have
such offices or places of business within or without the State of Maryland as
the Trustees may from time to time determine.

SECTION 1.3 NATURE OF TRUST. The Trust is a real estate investment trust
within the meaning of Title 8 (as hereinafter defined).

SECTION 1.4 POWERS. The Trust shall have all of the powers granted to real
estate investment trusts generally by Title 8 and shall have any other and
further powers as are not inconsistent with Title 8 or any other applicable law.

SECTION 1.5 DEFINITIONS. As used in this Declaration of Trust, the
following terms shall have the following meanings unless the context otherwise
requires:

"AFFILIATE" or "AFFILIATED" means, as to any corporation, partnership,
trust or other association (other than the Trust), any Person (i) that holds
beneficially, directly or indirectly, 5% or more of the outstanding stock or
equity interests thereof or (ii) who is an officer, director, partner or trustee
thereof or of any Person which controls, is controlled by, or is under common
control with, such corporation, partnership, trust or other association or (iii)
which controls, is controlled by, or is under common control with, such
corporation, partnership, trust or other association.

"BOARD OF TRUSTEES" means the Board of Trustees of the Trust.

<PAGE>

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

"DECLARATION" or "DECLARATION OF TRUST" means this Declaration of Trust,
including any amendments or supplements hereto.

"PERSON" means an individual, corporation, partnership, estate, trust
(including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a
portion of a trust permanently set aside for or to be used exclusively for the
purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509 (a) of the Code, joint stock
company or other entity, or any government and agency or political subdivision
thereof.

"REIT PROVISIONS OF THE CODE" means Section 856 through 860 of the Code
and any successor or other provisions of the Code relating to real estate
investment trusts (including provisions as to the attribution of ownership of
beneficial interests therein) and the regulations promulgated thereunder.

"SECURITIES" means Shares (as hereinafter defined), any stock, shares or
other evidences of equity, beneficial or other interests, voting trust
certificates, bonds, debentures, notes or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in, temporary or interim certificates for, receipts
for, guarantees of, or warrants, options or rights to subscribe to, purchase or
acquire, any of the foregoing.

"SECURITIES OF THE TRUST" means any Securities issued by the Trust.

"SHAREHOLDERS" means holders of record of outstanding Shares.

"SHARES" means transferable shares of beneficial interest of the Trust
of any class or series.

"TITLE 8" means Title 8 of the Corporations and Associations Article of
the Annotated Code of Maryland, as amended, or any successor statute.

"TRUSTEE" means, individually, an individual, and "TRUSTEES" means,
collectively, the individuals, in each case as named in Section 2.2 of this
Declaration so long as they continue in office and any and all other individuals
who have been duly elected and qualify as trustees of the Trust hereunder.

"TRUST PROPERTY" means any and all property, real, personal or
otherwise, tangible or intangible, which is transferred or conveyed to the Trust
or the Trustees (including all rents, income, profits and gains therefrom),
which is owned or held by, or for the account of, the Trust or the Trustees.

<PAGE>

ARTICLE II
TRUSTEES
SECTION 2.1 NUMBER. The number of Trustees initially shall be two, which
number shall be increased to nine upon the Closing Date of the Combination (as
defined in Article VII hereof) which number may thereafter be increased or
decreased by the Trustees then in office from time to time; however, the total
number of Trustees shall be not less than two and not more that 15. No
reduction in the number of Trustees shall cause the removal of any Trustee from
office prior to the expiration of his term.

SECTION 2.2 INITIAL BOARD; TERM. (a) The names and addresses of the
Trustees who shall serve until the Closing Date of the Combination are:

NAME ADDRESS
---- -------
Samuel Zell c/o Equity Group Investments, Inc.
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606

Randall K. Rowe c/o Equity Group Investments, Inc.
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606

(b) The names and addresses of the Trustees who shall serve from the
Closing Date of the Combination until the first annual meeting of Shareholders
and until their successors are duly elected and qualify are:

NAME ADDRESS
---- -------
Samuel Zell c/o Equity Group Investments, Inc.
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606

Randall K. Rowe c/o Equity Group Investments, Inc.
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606

<PAGE>

[TO COME]

Dr. Peter Linneman [TO COME]

Peter Peterson [TO COME]

William Murdoch [TO COME]

Benjamin Holloway [TO COME]

At the first annual meeting of Shareholders, the Trustees shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, one class to hold office
initially for a term expiring at the annual meeting of Shareholders to be held
in 1996, another class to hold office initially for a term expiring at the
annual meeting of Shareholders to be held in 1997 and another class to hold
office initially for a term expiring at the annual meeting of Shareholders to be
held in 1998, with the members of each class to hold office until their
successors are duly elected and qualify. At each annual meeting of the
Shareholders, the successors to the class of Trustees whose term expires at such
meeting shall be elected to hold office for a term expiring at the annual
meeting of Shareholders held in the third year following the year of their
election and the other Trustees shall continue in office.

SECTION 2.3 RESIGNATION, REMOVAL OR DEATH. Any Trustee may resign by
written notice to the remaining Trustees, effective upon execution and delivery
to the Trust of such written notice or upon any future date specified in the
notice. A Trustee may be removed, only with Cause (as hereinafter defined), at
a meeting of the Shareholders called for that purpose, by the affirmative vote
of the holders of not less than two-thirds of the Shares then outstanding and
entitled to vote in the election of Trustees. As used herein, "Cause" shall
mean (a) theft, fraud or embezzlement or active and deliberate dishonesty by a
Trustee; (b) habitual neglect of duty by a Trustee having a material and adverse
significance to the Trust; or (c) the conviction of a Trustee of a felony or of
any crime involving moral turpitude. Upon the resignation or removal of any
Trustee, or his otherwise ceasing to be a Trustee, he shall automatically cease
to have any right, title or interest in and to the Trust Property and shall
execute and deliver such documents as the remaining Trustees require for the
conveyance of any Trust Property held in his name, and shall account to the
remaining Trustees as they require for all property which he holds as Trustee.
Upon the incapacity or death of any Trustee, his legal representative shall
perform those acts.

SECTION 2.4 LEGAL TITLE. Legal title to all Trust Property shall be
vested in the Trust, but it may cause legal title to any Trust Property to be
held by or in the name of any or all of the Trustees or any other Person as
nominee. Any right, title or interest of the Trustees in and to the Trust
Property shall automatically vest in successor and additional Trustees upon
their qualification

<PAGE>

and acceptance of election or appointment as Trustees, and they shall thereupon
have all the rights and obligations of Trustees, whether or not conveyancing
documents have been executed and delivered pursuant to Section 2.3 or otherwise.
Written evidence of the qualification and acceptance of election or appointment
of successor and additional Trustees may be filed with the records of the Trust
and in such other offices, agencies or places as the Trust or Trustees may deem
necessary or desirable.

SECTION 2.5 INDEPENDENT TRUSTEES. On and after the Closing Date of the
Combination, a majority of the Trustees shall be Independent Trustees and the
nominating committee of the Board of Trustees shall be comprised of a majority
of Independent Trustees. An Independent Trustee shall mean a Trustee who is
not, directly or indirectly, affiliated with Equity Office Holdings, L.L.C.
("EOH"), Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
III, or any member of the Zell Investor Group (as defined in the Agreement and
Plan of Combination dated as of September 11, 1995 between EOH and Rockefeller
Center Properties, Inc. (the "Agreement")) or any of their respective Affiliates
(collectively, the "Zell Affiliates"). Notwithstanding any amendment to this
Declaration of Trust (including any amendment of Article IX), this Section 2.5
may only be amended by the affirmative vote of a majority of the Independent
Trustees (even if such Independent Trustees constitute less than a quorum of the
Board).

ARTICLE III

POWERS OF TRUSTEES

Subject to the express limitations herein or in the Bylaws, (1) the
business and affairs of the Trust shall be managed under the direction of the
Board of Trustees and (2) the Trustees shall have full, exclusive and absolute
power, control and authority over the Trust Property and over the business of
the Trust as if they, in their own right, were the sole owners thereof. The
Trustees may take any actions as in their sole judgment and discretion are
necessary or desirable to conduct the business of the Trust. This Declaration
of Trust shall be construed with a presumption in favor of the grant of power
and authority to the Trustees. Any construction of this Declaration or
determination made in good faith by the Trustees concerning their powers and
authority hereunder shall be conclusive. The powers of the Trustees shall in no
way be limited or restricted by reference to or inference from the terms of this
or any other provision of this Declaration or construed or deemed by inference
or otherwise in any manner to exclude or limit the powers conferred upon the
Trustees under the general laws of the State of Maryland as now or hereafter in
force.

ARTICLE IV

INVESTMENT POLICY

The fundamental investment policy of the Trust is to make investments in
such a manner as to comply with the REIT Provisions of the Code and with the
requirements of Title 8 with

<PAGE>

respect to the composition of the Trust's investments and the derivation of its
income. Subject to Section 6.7, the Trustees shall use their reasonable best
efforts to carry out this fundamental investment policy and to conduct the
affairs of the Trust in such a manner as to continue to qualify the Trust for
the tax treatment provided in the REIT Provisions of the code; PROVIDED,
HOWEVER, that no Trustee, officer, employee or agent of the Trust shall be
liable for any act or omission resulting in the loss of tax benefits under the
Code, except to the extent provided in Section 11.2. The Trustees may change
from time to time, by resolution or in the Bylaws of the Trust, such investment
policies as they determine to be in the best interest of the Trust, including
prohibitions or restrictions upon certain types of investments.

ARTICLE V

SECTION 5.1 AUTHORIZED SHARES. The total number of Shares which the Trust
has authority to issue is _______________ shares, of which _______________ are
Common Shares, $0.01 par value per share (individually a "Common Share" or
collectively "Common Shares"), and __________________ are Preferred Shares,
$0.01 par value per share ("Preferred Shares").

SECTION 5.2 COMMON SHARES. Subject to the provisions of Article VII
regarding Excess Shares (as such term is defined therein), each Common Share
shall entitle the holder thereof to one vote. Holders of Common Shares shall
not be entitled to cumulative voting.

SECTION 5.3 PREFERRED SHARES. Preferred Shares may be issued, from time
to time, in one or more series as authorized by the Board of Trustees; PROVIDED,
the affirmative vote of a majority of the Independent Trustees (even if such
Independent Trustees constitute less than a quorum of the Board) shall be
required to approve the Issuance of any Preferred Shares. Prior to issuance of
Preferred Shares of each series, the Board of Trustees by resolution (which
resolution shall be approved by the affirmative vote of a majority of the
Independent Trustees (even if such Independent Trustees constitute less than a
quorum of the Board)) shall designate that series of Preferred Shares to
distinguish it from all other series and classes of Preferred Shares, shall
specify the number of Preferred Shares to be included in the series and, subject
to the provisions of Article VII regarding Excess Shares, shall set the terms,
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption.

SECTION 5.4 CLASSIFICATION OR RECLASSIFICATION OF UNISSUED SHARES.
Subject to the express terms of any series of Preferred Shares or any class of
Common Shares outstanding at the time and notwithstanding any other provision of
the Declaration of Trust, the Board of Trustees may increase or decrease the
number of, alter the designation of or classify or reclassify any unissued
Shares by setting or changing, in any one or more respects, from time to time
before issuing the Shares, and, subject to the provisions of Article VII
regarding Excess Shares, the terms, preferences, conversion

<PAGE>

and other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of any
series or class of Shares.

SECTION 5.5 DECLARATION OF TRUST AND BYLAWS. All persons who shall acquire
Shares shall acquire the same subject to the provisions of this Declaration of
Trust and the Bylaws of the Trust.

ARTICLE VI

PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
TRUST AND OF THE SHAREHOLDERS AND TRUSTEES

SECTION 6.1 AUTHORIZATION BY BOARD OF SHARE ISSUANCE. The Board of
Trustees may authorize the issuance from time to time of Shares of any class,
whether now or hereafter authorized, or securities convertible into Shares of
any class, whether now or hereafter authorized, for such consideration as the
Board of Trustees may deem advisable, subject to such restrictions or
limitations, if any, as may be set forth in this Declaration of Trust or in the
Bylaws of the Trust or in the general laws of the State of Maryland.

SECTION 6.2 PREEMPTIVE AND APPRAISAL RIGHTS. Except as may be provided by
the Board of Trustees in authorizing the issuance of Preferred Shares pursuant
to Section 5.3, no holder of Shares shall, as such holder, (a) have any
preemptive right to purchase or subscribe for any additional Shares or any other
security of the Trust which the Trust may issue or sell or (b), except as
expressly required by Title 8, have any right to require the Trust to pay him
the fair value of his Shares in an appraisal or similar proceeding.

SECTION 6.3 ADVISOR AGREEMENTS. Subject to Section 6.4 and such approval
of the Shareholders and other conditions, if any, as may be required by any
applicable statute, rule or regulation, the Board of Trustees may authorize the
execution and performance by the Trust of one or more agreements with any
person, corporation, association, company, trust, partnership (limited or
general) or other organization whereby, subject to the supervision and control
of the Board of Trustees, any such other person, corporation, association,
company, trust, partnership (limited or general) or other organization (the
"Advisor") shall render or make available to the Trust managerial, investment,
advisory and/or related services, office space and other services and facilities
(including, if deemed advisable by the Board of Trustees, the management or
supervision of the investments of the Trust) upon such terms and conditions as
may be provided in such agreement or agreements (including, if deemed fair and
equitable by the Board of Trustees, the compensation payable thereunder by the
Trust).

SECTION 6.4 RELATED PARTY TRANSACTIONS.

(a) Without limiting any other procedures available by law or
otherwise to the Trust, the Board of Trustees may authorize any agreement of the
character described in Section 6.3 or

<PAGE>

other transaction with any person, corporation, association, company, trust,
partnership (limited or general) or other organization, although one or more of
the Trustees or officers of the Trust may be a party to any such agreement or an
officer, director, stockholder or member of such other party, and no such
agreement or transaction shall be invalidated or rendered void or voidable
solely by reason of the existence of any such relationship if the existence is
disclosed or known to the Board of Trustees, and the contract or transaction is
approved by the Board of Trustees (including the affirmative vote of a majority
of the disinterested Trustees even if they constitute less than a quorum of the
Board). Any Trustee who is also a director, officer, stockholder or member of
such other entity may be counted in determining the existence of a quorum at any
meeting of the Board of Trustees considering such matter.

(b) Subsequent to the Closing Date of the Combination (as such term
is defined in Article VII), the affirmative vote of a majority of (i) the
disinterested Trustees (even if they constitute less than a quorum of the Board)
and (ii) the Independent Trustees (even if they constitute less than a quorum of
the Board) shall be required to approve any transaction between the Company or
its subsidiaries and any entity under the direct or indirect control of Samuel
Zell or the Zell Affiliates, or in which he or it has a direct or indirect
substantial economic interest.

SECTION 6.5 DETERMINATIONS BY BOARD. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Trustees consistent with this Declaration of Trust and in the absence
of actual receipt of an improper benefit in money, property or services or
active and deliberate dishonesty established by a court, shall be final and
conclusive and shall be binding upon the Trust and every holder of Shares: (a)
the amount of the net income of the Trust for any period and the amount of
assets at any time legally available for the payment of dividends, redemption of
Shares or the payment of other distributions with respect to Shares; (b) the
amount of paid-in surplus, net assets, other surplus, annual or other net
profit, net assets in excess of capital, undivided profits or excess of profits
over losses on sales of assets; (c) the amount, purpose, time of creation,
increase or decrease, alteration or cancellation of any reserves or charges and
the propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged);
(d) the fair value, or any sale, bid or asked price to be applied in determining
the fair value, of any asset owned or held by the Trust; and (e) any matters
relating to the acquisition, holding and disposition of any assets by the Trust.

SECTION 6.6 RESERVED POWERS OF BOARD. The enumeration and definition of
powers of the Board of Trustees included in this Article VI shall in no way be
limited or restricted by reference to or inference from the terms of any other
clause of this or any other provision of the Declaration of Trust, or construed
or deemed by inference or otherwise in any manner to exclude or limit the Powers
conferred upon the Board of Trustees under the general laws of the State of
Maryland as now or hereafter in force.

SECTION 6.7 REIT QUALIFICATION. The Board of Trustees shall use its
reasonable best efforts to cause the Trust and the Shareholders to qualify for
federal income tax treatment in accordance with the REIT Provisions of the Code.
In furtherance of the foregoing, the Board of

<PAGE>

Trustees shall use its reasonable best efforts to take such actions as are
necessary, and may take such actions as in its sole judgment and discretion are
desirable, to preserve the status of the Trust as a REIT, including amending the
provisions of this Declaration of Trust as provided in Article IX; PROVIDED,
HOWEVER, that if the Board of Trustees determines that it is no longer in the
best interests of the Trust for it to continue to qualify as a REIT, the Board
of Trustees may revoke or otherwise terminate the Trust's REIT election.

ARTICLE VII

RESTRICTION ON TRANSFER,
ACQUISITION AND REDEMPTION OF EQUITY SHARES

SECTION 7. 1 DEFINITIONS. For the purposes of this Article VII, the
following terms shall have the following meanings:

"Beneficial Ownership" shall mean ownership of Equity Shares by a
Person who would be treated as an owner of such Equity Shares under Section 542
(a) (2) of the Code either directly or constructively through the application of
Section 544 of the Code, as modified by Section 856(h) (1) (B) of the Code. The
terms "Beneficial Owner," "Beneficially Owns," "Beneficially own" and
"Beneficially owned" shall have the correlative meanings.

"Beneficiary" shall mean the beneficiary (as determined pursuant to
Section 7.19) of the Special Trust created pursuant to Section 7.15. The term
"Beneficiaries" shall have the correlative meaning.

"Closing Date of the Combination" shall mean the time and date of
payment for and delivery of Common Shares issued pursuant to the Combination.

"Combination" means the issuance or transfer of Common Shares pursuant
to the Trust's first effective registration statement for such Common Shares
filed under the Securities Act of 1933, as amended.

"Equity Shares" shall mean either Common Shares or Preferred Shares.

"Excess Shares" shall have the meaning ascribed to it in Section 7.3.

"Existing Holder" shall mean (a) any Person who is or would be, upon
the exchange of interests convertible into Equity Shares, the Beneficial Owner
of Common Shares and/or Preferred Shares in excess of the Ownership Limit both
upon and immediately after the Closing Date of the Combination, so long as, but
only so long as, such Person Beneficially owns or would, upon the exchange of
interests convertible into Equity Shares, Beneficially Own Common Shares and/or
Preferred Shares in excess of the Ownership Limit and (b) any Person to whom an
Existing Holder Transfers, subject to the limitations provided in this Article
VII, Beneficial Ownership of

<PAGE>

Common Shares and/or Preferred Shares causing such transferee to Beneficially
Own Common Shares and/or Preferred Shares in excess of the Ownership Limit.

"Existing Holder Limit" (a) for any Existing Holder who is an Existing
Holder by virtue of clause (a) of the definition thereof, shall mean, initially,
the percentage of the outstanding Equity Shares Beneficially Owned, or which
would be Beneficially Owned upon the exchange of interests convertible into
Equity Shares, by such Existing Holder upon and immediately after the Closing
Date of the Combination and, after any adjustment pursuant to Section 7.9, shall
mean such percentage of the outstanding Equity Shares as so adjusted; and (b)
for any Existing Holder who becomes an Existing Holder by virtue of clause (b)
of the definition thereof, shall mean, initially, the percentage of the
outstanding Equity Shares Beneficially owned by such Existing Holder at the time
that such Existing Holder becomes an Existing Holder, but in no event shall such
percentage be greater than the Existing Holder Limit for the Existing Holder who
Transfers Beneficial Ownership of Common Shares and/or Preferred Shares to such
transferee Existing Holder or, in the case of more than one transferor, in no
event shall such percentage be greater than the smallest Existing Holder Limit
of any transferring Existing Holder, and, after any adjustment pursuant to
Section 7.9, shall mean such percentage of the outstanding Equity Shares as so
adjusted. From the Closing Date of the Combination and prior to the Restriction
Termination Date, the Secretary of the Trust shall maintain and, upon request,
make available to each Existing Holder a schedule which sets forth the then
current Existing Holder Limit for each Existing Holder.

"Market Price" shall mean the last reported sales price reported on
the New York Stock Exchange, Inc. (the "Exchange") of Common Shares or Preferred
Shares, as the case may be, on the trading day immediately preceding the
relevant date, or if not then traded on the Exchange, the last reported sales
price of Common Shares or Preferred Shares, as the case may be, on the trading
day immediately preceding the relevant date as reported on any exchange or
quotation system over which Common Shares or Preferred Shares, as the case may
be, may be traded, or if not then traded over any exchange or quotation system,
then the market price of Common Shares or Preferred Shares, as the case may be,
on the relevant date as determined in good faith by the Board of Trustees.

"Ownership Limit" shall initially mean that number of Shares which
equals the lesser of (a) 5.0% of the number of outstanding Equity Shares and (b)
5.0% of the value of outstanding Equity Shares, and after any adjustment as set
forth in Section 7.10, shall mean such greater percentage of the outstanding
Equity Shares as so adjusted. The number and value of outstanding Equity Shares
shall be determined by the Board of Trustees in good faith, which determination
shall be conclusive for all purposes hereof.

"Person" shall mean a Person as defined in Article I but solely for
purposes of this Article VII shall not include an underwriter that participated
in a public offering of the Common Shares and/or Preferred Shares for a period
of 25 days following the purchase by such underwriter of the Common Shares
and/or Preferred Shares.

<PAGE>

"Purported Beneficial Transferee" shall mean, with respect to any
purported Transfer which results in Excess Shares, the purported beneficial
transferee for whom the Purported Record Transferee would have acquired Equity
Shares, if such Transfer had been valid under Section 7.2.

"Purported Record Transferee" shall mean, with respect to any
purported Transfer which results in Excess Shares, the record holder of the
Equity Shares, if such Transfer had been valid under Section 7.2.

"Restriction Termination Date" shall mean the first day after the
Closing Date of the Combination on which the majority of the Board of Trustees
determines that it is no longer in the best interests of the Trust to attempt
to, or to continue to, qualify as a REIT.

"Special Trust" shall mean the special trust created pursuant to
Section 7.15.

"Special Trustee" shall mean the Trust as trustee for the Special
Trust, and any successor trustee appointed by the Trust.

"Transfer" shall mean any sale, transfer, gift, assignment, devise or
other disposition of Equity Shares (including (a) the granting of any option or
entering into any agreement for the sale, transfer or other disposition of
Equity Share's or (b) the sale, transfer, assignment or other disposition of any
securities or rights convertible into or exchangeable for Equity Shares but
excluding the exchange of interests convertible into Equity Shares), whether
voluntary or involuntary, whether of record or beneficially and whether by
operation of law or otherwise. The terms "Transfers" and "Transferred" shall
have the correlative meanings.

SECTION 7.2 OWNERSHIP LIMITATION.

(a) Except as provided in Section 7.12, from and after the Closing
Date of the Combination and prior to the Restriction Termination Date, no Person
(other than an Existing Holder) shall Beneficially Own Common Shares and/or
Preferred Shares in excess of the Ownership Limit and no Existing Holder shall
Beneficially Own Common Shares and/or Preferred Shares in excess of the Existing
Holder Limit for such Existing Holder.

(b) Except as provided in Section 7.12, from and after the Closing
Date of the Combination and prior to the Restriction Termination Date, any
Transfer that, if effective, would result in any Person (other than an Existing
Holder) Beneficially owning Common Shares and/or Preferred Shares in excess of
the Ownership Limit shall be void AB INITIO as to the Transfer of such Common
Shares and/or Preferred Shares which would be otherwise Beneficially Owned by
such Person in excess of the Ownership Limit; and the intended transferee shall
acquire no rights in such Common Shares and/or Preferred Shares.

(c) Except as provided in Sections 7.9 and 7.12, from and after the
Closing Date of the Combination and prior to the Restriction Termination Date,
any Transfer that, if effective, would result in any Existing Holder
Beneficially Owning Common Shares and/or Preferred Shares

<PAGE>

in excess of the applicable Existing Holder Limit shall be void AB INITIO as to
the Transfer of such Common Shares and/or Preferred Shares which would be
otherwise Beneficially Owned by such Existing Holder in excess of the applicable
Existing Holder Limit; and such Existing Holder shall acquire no rights in such
Common Shares and/or Preferred Shares.

(d) Except as provided in Section 7.12, from and after the Closing
Date of the Combination and prior to the Restriction Termination Date, any
Transfer that, if effective, would result in Common Shares and/or Preferred
Shares being owned by less than 100 Shareholders (determined without reference
to any rules of attribution) shall be void AB INITIO as to the Transfer of such
Common Shares and/or Preferred Shares which would be otherwise owned by the
transferee; and the intended transferee shall acquire no rights in such Common
Shares and/or Preferred Shares.

(e) From and after the Closing Date of the Combination and prior to
the Restriction Termination Date, any Transfer that, if effective, would result
in the Trust being "closely held" within the meaning of Section 856(h) of the
Code shall be void AB INITIO as to the Transfer of the Common Shares and/or
Preferred Shares which would cause the Trust to be "closely held" within the
meaning of Section 856(h) of the Code; and the intended transferee shall acquire
no rights in such Common Shares and/or Preferred Shares.

SECTION 7.3 EXCESS SHARES.

(a) If, notwithstanding the other provisions contained in this
Article VII but subject to the provisions of Section 7.22, at any time from and
after the closing Date of the Combination and prior to the Restriction
Termination Date, there is a purported Transfer or change in the capital
structure of the Trust (except for a change resulting from the exchange of
interests convertible into Equity Shares) such that any Person would
Beneficially Own Common Shares and/or Preferred Shares in excess of the
applicable otherwise Ownership Limit or Existing Holder Limit, then, except as
provided in sections 7.9 and 7.12, such Common Shares and/or Preferred Shares in
excess of such Ownership Limit or Existing Holder Limit (rounded up to the
nearest whole share) shall constitute "Excess Shares" and be treated as provided
in this Article VII. Such designation and treatment shall be effective as of
the close of business on the business day prior to the date of the purported
Transfer or change in capital structure (except for a change resulting from the
exchange of interests convertible into Equity Shares).

(b) If, notwithstanding the other provisions contained in this
Article VII but subject to the provisions of section 7.22 at any time from and
after the Closing Date of the Combination and prior to the Restriction
Termination Date, there is a purported Transfer or change in the capital
structure of the Trust (except for a change resulting from the exchange of
interests convertible into Equity Shares) which, if effective, would cause the
Trust to become "closely held" within the meaning of Section 856(h) of the Code,
then the Common Shares and/or Preferred Shares being Transferred which would
cause the Trust to be "closely held" within the meaning of Section 856(h) of the
Code (rounded up to the nearest whole share) shall constitute Excess Shares and
be treated as provided in this Article VII. Such designation and treatment
shall be effective as of the close of business on the business day prior to the
date of the purported Transfer or change

<PAGE>

in capital structure (except for a change resulting from the exchange of
interests convertible into Equity Shares).

SECTION 7.4 PREVENTION OF TRANSFER. If the Board of Trustees or its
designee shall at any time determine in good faith that a Transfer has taken
place in violation of Section 7.2 or that a Person intends to acquire or has
attempted to acquire beneficial ownership (determined without reference to any
rules of attribution) or Beneficial Ownership of any Shares in violation of
Section 7.2, the Board of Trustees or its designee shall take such action as it
deems advisable to refuse to give effect to or to prevent such Transfer,
including, but not limited to, refusing to give effect to such Transfer on the
books of the Trust or instituting proceedings to enjoin such Transfer; PROVIDED,
HOWEVER, that any Transfers or attempted Transfers in violation of subparagraphs
Section 7.2 (b), (c), (d) and (e) shall automatically result in the designation
and treatment described in Section 7.3, irrespective of any action (or non-
action) by the Board of Trustees.

SECTION 7.5 NOTICE TO TRUST. Any Person who acquires or attempts to
acquire Shares in violation of Section 7.2, or any Person who is a transferee
such that Excess Shares result under Section 7.3, shall immediately give written
notice or, in the event of a proposed or attempted Transfer, give at least 15
days prior written notice to the Trust of such event and shall provide to the
Trust such other information as the Trust may request in order to determine the
effect, if any, of such Transfer or attempted Transfer on the Trust's status as
a REIT.

SECTION 7.6 INFORMATION FOR TRUST. From and after the Closing Date of the
Combination and prior to the Restriction Termination Date:

(a) Every Beneficial Owner of more than 5.0% (or such other
percentage, between 1/2 of 1% and 5%, as provided in the income tax regulations
promulgated under the Code) of the number or value of outstanding Equity Shares
shall, within 30 days after January 1 of each year, give written notice to the
Trust stating the name and address of such Beneficial Owner, the number of
Shares Beneficially Owned, and a description of how such Shares are held. Each
such Beneficial Owner shall provide to the Trust such additional information as
the Trust may reasonably request in order to determine the effect, if any, of
such Beneficial Ownership on the Trust's status as a REIT.

(b) Each Person who is a Beneficial Owner of Common Shares and/or
Preferred Shares and each Person (including the Shareholder of record) who is
holding Common Shares and/or Preferred Shares for a Beneficial Owner shall
provide to the Trust such information as the Trust may reasonably request in
order to determine the Trust's status as a REIT, to comply with the requirements
of any taxing authority or governmental agency or to determine any such
compliance.

SECTION 7.7 OTHER ACTION BY BOARD. Nothing contained in this Article VII
shall limit the authority of the Board of Trustees to take such other action as
it deems necessary or advisable to protect the Trust and the interests of the
Shareholders by preservation of the Trust's status as a REIT.

<PAGE>

SECTION 7.8 AMBIGUITIES. In the case of an ambiguity in the application
of any of the provisions of this Article VII, including any definition contained
in Section 7.1, the Board of Trustees shall have the power to determine the
application of the provisions of this Article VII with respect to any situation
based on the facts known to it.

SECTION 7.9 MODIFICATION OF EXISTING HOLDER LIMITS. The Existing Holder
Limits may be modified as follows:

(a) Subject to the limitations provided in Section 7.11 the Board of
Trustees may grant share options which result in Beneficial Ownership of Common
Shares and/or Preferred Shares by an Existing Holder pursuant to a share option
plan approved by the Board of Trustees and/or the Shareholders. Any such grant
shall increase the Existing Holder Limit for the affected Existing Holder to the
maximum extent possible under Section 7.11 to permit the Beneficial Ownership of
the Common Shares and/or Preferred Shares issuable upon the exercise of such
share option.

(b) Subject to the limitations provided in Section 7.11, an Existing
Holder may elect to participate in a dividend reinvestment plan approved by the
Board of Trustees which results in Beneficial Ownership of Common Shares and/or
Preferred Shares by such participating Existing Holder. Any such participation
shall increase the Existing Holder Limit for the affected Existing Holder to the
maximum extent possible under Section 7.11 to permit Beneficial Ownership of the
Common Shares and/or Preferred Shares acquired or which can be acquired as a
result of such participation.

(c) The Board of Trustees will reduce the Existing Holder Limit for
any Existing Holder after any Transfer permitted in this Article VII by such
Existing Holder by the percentage of the total outstanding Equity Shares so
Transferred or after the lapse (without exercise) of a share option described in
section 7.9(a) by the percentage of the total outstanding Equity Shares that the
share option, if exercised, would have represented, but in either case no
Existing Holder Limit shall be reduced to a percentage which is less than the
Ownership Limit.

SECTION 7.10 INCREASE IN OWNERSHIP LIMIT. Subject to the limitations
provided in Section 7.11, the Board of Trustees may from time to time increase
the Ownership Limit.

SECTION 7.11 LIMITATIONS ON CHANGES IN EXISTING HOLDER AND OWNERSHIP
LIMITS.

(a) Neither the Ownership Limit nor any Existing Holder Limit may be
increased (nor may any additional Existing Holder Limit be created) if, after
giving effect to such increase (or creation), five Beneficial Owners of Common
Shares (including all of the then Existing Holders) could Beneficially Own, in
the aggregate, more than 50.0% in number or value (determined as provided in the
definition of "Ownership Limit" in Section 7.1) of the outstanding Equity
Shares.

(b) Prior to the modification of any Existing Holder Limit or
Ownership Limit pursuant to Sections 7.9 or 7.10, the Board of Trustees may
require such opinions of counsel,

<PAGE>

affidavits, undertakings or agreements as it may deem necessary or advisable in
order to determine or ensure the Trust's status as a REIT.

SECTION 7.12 EXEMPTIONS BY BOARD. The Board of Trustees, upon receipt of
a ruling from the Internal Revenue Service or an opinion of counsel or other
evidence satisfactory to the Board of Trustees and upon at least 15 days written
notice from a Transferee prior to the proposed Transfer which, if consummated,
would result in the intended Transferee owning Shares in excess of the Ownership
Limit or Existing Holder Limit, as the case may be, and upon such other
conditions as the Board of Trustees may direct, may exempt a Person from the
Ownership Limit or the Existing Holder Limit, as the case may be.

SECTION 7.13 LEGEND. Each certificate for Common Shares and for Preferred
Shares shall bear substantially the following legend:

The securities represented by this certificate are subject
to restrictions on transfer for the purpose of the Trust's
maintenance of its status as a real estate investment trust
under the Internal Revenue Code of 1986, as amended. Except
as otherwise provided pursuant to the Declaration of Trust
of the Trust, no PERSON (unless such Person is AN EXISTING
HOLDER) may Directly or BENEFICIALLY OWN COMMON SHARES
AND/OR PREFERRED SHARES in excess of that number of SHARES
which equals the lesser of 5.0% (or such greater percentage
as may be determined by the Board of Trustees of the Trust)
of (a) the number of outstanding EQUITY SHARES of the Trust
and (b) the value of outstanding EQUITY SHARES of the Trust.
Any PERSON who attempts or proposes to BENEFICIALLY OWN
COMMON SHARES and/or PREFERRED SHARES in excess of the above
limitations must notify the Trust in writing at least 15
days prior to such proposed or attempted Transfer. All
italicized terms in this legend have the meanings defined in
the Declaration of Trust of the Trust, a copy of which,
including the restrictions on TRANSFER, will be sent without
charge to each Shareholder who so requests. If the
restrictions on TRANSFER are violated, the securities
represented hereby will be designated and treated as EXCESS
SHARES which will be held in a Special Trust by the Trust.

SECTION 7. 14 SEVERABILITY. If any provision of this Article VII or any
application of any such provision is determined to be void, invalid or
unenforceable by any court having jurisdiction over the issue, the validity and
enforceability of the remaining provisions shall not be affected and other
applications of such provision shall be affected only to the extent necessary to
comply with the determination of such court.

<PAGE>

SECTION 7.15 SPECIAL TRUST FOR EXCESS SHARES. Upon any purported Transfer
that results in Excess Shares pursuant to Section 7.3, such Excess Shares shall
be deemed to have been transferred to the Trust, as Special Trustee of a Special
Trust for the benefit of such Beneficiary or Beneficiaries to whom an interest
in such Excess Shares may later be transferred pursuant to Section 7.19. Excess
Shares so held in trust shall be issued and outstanding Shares. The Purported
Record Transferee shall have no rights in such Excess Shares except the right to
designate a transferee of such Excess Shares upon the terms specified in Section
7.19. The Purported Beneficial Transferee shall have no rights in such Excess
Shares except as provided in Section 7.19.

SECTION 7.16 NO DIVIDENDS FOR EXCESS SHARES. Excess Shares shall not be
entitled to any dividends or other distribution. Any dividend or other
distribution paid prior to the discovery by the Trust that the Common Shares
and/or Preferred Shares have been Transferred so as to be deemed Excess Shares
shall be repaid to the Trust upon demand.

SECTION 7.17 LIQUIDATION DISTRIBUTIONS FOR EXCESS SHARES. Subject to the
preferential rights of the Preferred Shares, if any, as may be determined by the
Board of Trustees, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of, or any other-distribution of all or substantially
all of the assets of, the Trust, each holder of Excess Shares shall be entitled
to receive, in the case of Excess Shares constituting Preferred Shares, ratably
with each other holder of Preferred Shares and Excess Shares constituting
Preferred Shares and, in the case of Excess Shares constituting Common Shares,
ratably with each other holder of Common Shares and Excess Shares constituting
Common Shares, that portion of the assets of the Trust available for
distribution to the Shareholders as the number of Excess Shares held by such
holder bears to the total number of (a) Preferred Shares and Excess Shares then
outstanding in the case of Excess Shares constituting Preferred Shares and (b)
Common Shares and Excess Shares then outstanding in the case of Excess Shares
constituting Common Shares. The Trust, as holder of the Excess Shares in trust,
or if the Trust shall have been dissolved, any trustee appointed by the Trust
prior to its dissolution, shall distribute ratably to the Beneficiaries of the
Trust, when determined, any such assets received in respect of the Excess Shares
in any liquidation, dissolution or winding up of, or any distribution of the
assets of the Trust.

SECTION 7.18 NO VOTING RIGHTS FOR EXCESS SHARES. The holders of Excess
Shares shall not be entitled to vote on any matter.

SECTION 7.19 NON-TRANSFERABILITY OF EXCESS SHARES. Excess Shares shall
not be transferable. Subject to Section 7.20, the Purported Record Transferee
may freely designate a Beneficiary of an interest in the Special Trust
(representing the number of Excess Shares held in the Special Trust attributable
to a transaction that resulted in the Excess Shares) if (a) Excess Shares held
in the Special Trust would not be Excess Shares in the hands of such Beneficiary
and (b) the Purported Beneficial Transferee does not receive a price for
designating such Beneficiary that reflects a price Per Excess Share that exceeds
(i) the price per Share such Purported Beneficial Transferee paid for the Common
Shares and/or Preferred Shares, as the case may be, in the purported Transfer
that resulted in the Excess Shares, or (ii) if the Purported Beneficial
Transferee did not give value for such Excess Shares (through a gift, devise or
other transaction), a price per

<PAGE>

Share equal to the Market Price for the Excess Shares on the date of the
purported Transfer that resulted in the Excess Shares. Upon such transfer of an
interest in the Special Trust, the corresponding Excess Shares in the Special
Trust shall be automatically exchanged for an equal number of Common Shares
and/or Preferred Shares, as applicable, and such Common Shares and/or Preferred
Shares, as applicable, shall be transferred of record to the transferee of the
interest in the Trust if such Common Shares and/or Preferred Shares, as
applicable, would not be Excess Shares in the hands of such transferee. Prior
to any transfer of any interest in the special Trust, the Purported Record
Transferee must give advance notice to the Trust of the intended transfer and
the Trust must have waived in writing its purchase rights under Section 7.20.

Notwithstanding the foregoing, if a Purported Beneficial Transferee
receives a price for designating a Beneficiary of an interest in the Special
Trust that exceeds the amounts allowable under this Section 7.19, such Purported
Beneficial Transferee shall pay, or cause such Beneficiary to pay, such excess
to the Trust.

SECTION 7.20 CALL BY TRUST ON EXCESS SHARES. Excess Shares shall be
deemed to have been offered for sale to the Trust, or its designee, at a price
per Share equal to the lesser of (a) the price per Share in the transaction that
created such Excess Shares (or, in the case of a devise or gift, the Market
Price at the time of such devise or gift) and (b) the Market Price of Common
Shares or Preferred Shares to which such Excess Shares relate on the date the
Trust, or its designee, accepts such offer. The Trust shall have the right to
accept such offer for a period of 90 days after the later of (a) the date of the
transaction that resulted in such Excess Shares and (b) the date the Board of
Trustees determines in good faith that a transaction resulting in Excess Shares
has occurred, if the Trust does not receive a notice of such Transfer pursuant
to Section 7.5, but in no event later than a permitted Transfer pursuant to and
in compliance with the terms of Section 7.19.

SECTION 7.21 TRUST AS AGENT. If any of the foregoing provisions of this
Article VII are determined to be void, invalid or unenforceable by any court of
competent jurisdiction, then the Purported Record Transferee may be deemed, at
the option of the Trust, to have acted as an agent of the Trust in acquiring
such Excess Shares and to hold such Excess Shares on behalf of the Trust and
subject to its direction.

SECTION 7.22 NEW YORK STOCK EXCHANGE TRANSACTIONS. Notwithstanding any
other provision of this Article VII, nothing in this Declaration of Trust shall
impair the settlement of transactions entered into on the facilities of the New
York Stock Exchange, Inc.

ARTICLE VIII

SHAREHOLDERS

SECTION 8.1. MEETINGS OF SHAREHOLDERS. There shall be an annual meeting
of the Shareholders, to be held at such time and place as shall be determined by
or in the manner prescribed in Article II of the Bylaws, at which Trustees shall
be elected and any other proper

<PAGE>

business may be conducted. Except as otherwise provided in this Declaration of
Trust, special meetings of Shareholders may be called in the manner provided in
Article II of the Bylaws. If there are no Trustees, the President or any other
officer of the Trust shall promptly call a special meeting of the Shareholders
entitled to vote for the election of successor Trustees. Any meeting may be
adjourned and reconvened as the Trustees determine or as provided in Article II
of the Bylaws.

SECTION 8.2. VOTING RIGHTS OF SHAREHOLDERS. Subject to applicable law and
the provisions of any class or series of Shares then outstanding, the
Shareholders shall be entitled to vote only on the following matters: (a) the
election or removal of Trustees; (b) the amendment of this Declaration of Trust;
(c) the voluntary dissolution or termination of the Trust; and (d) the merger or
consolidation of the Trust or the sale or other disposition of all or
substantially all of the Trust Property. Except with respect to the foregoing
matters, no action taken by the Shareholders at any meeting shall in any way
bind the Trustees. Shareholders shall not be entitled to cumulative voting
rights.

ARTICLE IX

AMENDMENT

SECTION 9.1 BY SHAREHOLDERS. Except as provided in Section 9.2 hereof,
this Declaration of Trust may be amended only by the affirmative vote of the
holders of not less than two-thirds of all the Shares then outstanding and
entitled to vote on the matter.

SECTION 9.2 BY TRUSTEES. The Trustees, by a two-thirds vote, may amend
provisions of this Declaration of Trust from time to time to enable the Trust to
qualify as a real estate investment trust under the Code or under Title 8.

SECTION 9.3 NO OTHER AMENDMENT. This Declaration of Trust may not be
amended except as provided in this Article IX.

ARTICLE X

DURATION OF TRUST

The Trust shall continue perpetually unless terminated pursuant to any
applicable provision of Title 8. The Trust may be voluntarily dissolved or its
existence terminated only by the affirmative vote of the holders of not less
than two-thirds of all the Shares then outstanding and entitled to vote on the
matter. The Trust may sell or otherwise dispose of all or substantially all of
the Trust Property only by the affirmative vote of the holders of not less than
two-thirds of all the Shares then outstanding and entitled to vote on the
matter.

<PAGE>

ARTICLE XI

LIABILITY OF SHAREHOLDERS, TRUSTEES,
OFFICERS, EMPLOYEES AND AGENTS
AND TRANSACTIONS BETWEEN THEM AND THE TRUST

SECTION 11.1 LIMITATION OF SHAREHOLDER LIABILITY. No Shareholder shall be
liable for any debt, claim, demand, judgment or obligation of any kind of,
against or with respect to the Trust by reason of his being a Shareholder, nor
shall any Shareholder be subject to any personal liability whatsoever, in tort,
contract or otherwise, to any Person in connection with the Trust Property or
the affairs of the Trust.

SECTION 11.2 LIMITATION OF TRUSTEE AND OFFICER LIABILITY. To the maximum
extent that Maryland law in effect from time to time permits limitation of the
liability of trustees and officers of a real estate investment trust, no Trustee
or officer of the Trust shall be liable to the Trust or to any Shareholder for
money damages. Neither the amendment nor repeal of this Section, nor the
adoption or amendment of any other provision of this Declaration of Trust
inconsistent with this Section, shall apply to or affect in any respect the
applicability of the preceding sentence with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption. In the absence
of any Maryland statute limiting the liability of trustees and officers of a
Maryland real estate investment trust for money damages in a suit by or on
behalf of the Trust or by any Shareholder, no Trustee or officer of the Trust
shall be liable to the Trust or to any Shareholder for money damages except to
the extent that (a) the Trustee or officer actually received an improper benefit
or profit in money, property or services, for the amount of the benefit or
profit in money, property or services actually received or (b) a judgment or
other final adjudication adverse to the Trustee or officer is entered in a
proceeding based an a finding in the proceeding that the Trustee's or officer's
action or failure to act was the result of active and deliberate dishonesty and
was material to the cause of action adjudicated in the proceeding.

SECTION 11.3 EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS. Neither the
Shareholders nor the Trustees, officers, employees or agents of the Trust shall
be liable under any written instrument creating an obligation of the Trust, and
all Persons shall look solely to the Trust Property for the payment of any claim
under or for the performance of that instrument. The omission of the foregoing
exculpatory language from any instrument shall not affect the validity or
enforceability of such instrument and shall not render any Shareholder, Trustee,
officer, employee or agent liable thereunder to any third party, nor shall the
Trustees or any officer, employee or agent of the Trust be liable to anyone for
such omission.

SECTION 11.4 INDEMNIFICATION AND ADVANCE FOR EXPENSES. The Trust shall,
to the maximum extent permitted by Maryland law in effect from time to time,
obligate itself to indemnify, and pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to, (a) any individual who is a
present or former Trustee or officer of the Trust or (b) any individual who,
while a Shareholder, Trustee or officer of the Trust and at the express request
of the Trust, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other

<PAGE>

enterprise as a director, officer, shareholder, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, from and against all claims and liabilities to which such person may
become subject by reason of his being or having been such a shareholder, Trustee
or officer. The Trust shall also provide such indemnification and advancement
of expenses to any person who served a predecessor of the Trust in any of the
capacities described in (a) or (b) above (or their equivalent) and to any
employee or agent of the Trust or a predecessor of the Trust to the extent
required under the Agreement.

SECTION 11.5 TRANSACTIONS BETWEEN THE TRUST AND ITS TRUSTEES, OFFICERS,
EMPLOYEES AND AGENTS. Subject to any express restriction in this Declaration of
Trust, including (but not limited to) Section 6.4, or any restriction adopted by
the Trustees in the Bylaws or by resolution, the Trust may enter into any
contract or transaction of any kind (including, without limitation, for the
purchase or sale of property or for any type of services, including those in
connection with the underwriting or the offer or sale of Securities of the
Trust) with any Person, including any Trustee, officer, employee or agent of the
Trust or any Person Affiliated with a Trustee, officer, employee or agent of the
Trust, whether or not any of them has a financial interest in such transaction.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 GOVERNING LAW. This Declaration of Trust is executed by the
Trustees and delivered in the State of Maryland with reference to the laws
thereof, and the rights of all parties and the validity, construction and effect
of every provision hereof shall be subject to and construed according to the
laws of the State of Maryland without regard to conflicts of laws provisions
thereof.

SECTION 12.2 RELIANCE BY THIRD PARTIES. Any certificate shall be final
and conclusive as to any Person dealing with the Trust if executed by an
individual who, according to the records of the Trust or of any recording office
in which this Declaration of Trust may be recorded, appears to be the Secretary
or an Assistant Secretary of the Trust or a Trustee, and if certifying to: (a)
the number or identify of Trustees, officers of the Trust or Shareholders; (b)
the due authorization of the execution of any document; (c) any action or vote
taken, and the existence of a quorum at a meeting of Trustees or Shareholders;
(d) a copy of this Declaration or of the Bylaws as a true and complete copy as
then in force; (e) an amendment to this Declaration; (f) the termination of the
Trust; or (g) the existence of any fact or facts which relate to the affairs of
the Trust. NO purchaser, lender, transfer agent or other Person shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made on behalf of the Trust by the Trustees or by any officer, employee or agent
of the Trust.

SECTION 12.3 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any one or more
of such provisions (the "Conflicting

<PAGE>

Provisions") are in conflict with the REIT Provisions of the Code, Title 8 or
any other applicable federal or state law, the Conflicting Provisions shall be
deemed never to have constituted a part of this Declaration of Trust, even
without any amendment of this Declaration pursuant to Article IX; PROVIDED,
HOWEVER, that such determination by the Trustees shall not affect or impair any
of the remaining provisions of this Declaration of Trust or render invalid or
improper any action taken or omitted prior to such determination. No Trustee
shall be liable for making or failing to make such a determination.

(b) If any provision of this Declaration of Trust shall be held
invalid or unenforceable in any jurisdiction such holding shall not in any
manner affect or render invalid or unenforceable such provision in any other
jurisdiction or any other provision of this Declaration of Trust in any
jurisdiction.

SECTION 12.4 CONSTRUCTION. In this Declaration of Trust, unless the
context otherwise requires, words used in the singular or in the plural include
both the plural and singular and words denoting any gender include all genders.
The title and headings of different parts of this Declaration are inserted for
convenience and shall not affect the meaning, construction or effect of this
Declaration. In defining or interpreting the powers and duties of the Trust and
its Trustees and officers, reference may be made, to the extent appropriate and
not inconsistent with the Code or Title 8, to Titles I through 3 of the
Corporations and Associations Article of the Annotated Code of Maryland. In
furtherance and not in limitation of the foregoing, in accordance with the
provisions of Title 3, Subtitles 6 and 7, of the Corporations and Associations
Article of the Annotated Code of Maryland, the Trust shall be included within
the definition of "corporation" for purposes of such provisions.

SECTION 12.5 RECORDATION. This Declaration of Trust and any amendment or
supplement hereto shall be filed for record with the State Department of
Assessments and Taxation of Maryland and may also be filed or recorded in such
other places as the Trustees deem appropriate, but failure to file for record
this Declaration or any amendment or supplement hereto in any office other than
in the State of Maryland shall not affect or impair the validity or
effectiveness of this Declaration or any amendment hereto. A restated
Declaration shall, upon filing, be conclusive evidence of all amendments or
supplements contained therein and may thereafter be referred to in lieu of the
original Declaration and the various amendments or supplements thereto.

<PAGE>

IN WITNESS WHEREOF, this Declaration of Trust has been signed on this ____
day of _______, 1995, by the undersigned Trustees each of whom acknowledge that
this document is his free act and deed, that to the best of his knowledge,
information and belief, the matters and facts set forth herein are true in all
material respects and that this statement is made under the penalties for
perjury.

--------------------------------------------------------
Samuel Zell

--------------------------------------------------------
Randall K. Rowe

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

<PAGE>

[NEW ROCK REALTY TRUST]

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
located at such place or places as the Trustees may designate.

Section 2. ADDITIONAL OFFICES. The Trust may have additional offices at
such places as the Trustees may from time to time determine or the business of
the Trust may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of shareholders shall be held at the
principal office of the Trust or at such other place within the United States as
shall be stated in the notice of the
meeting.

Section 2. ANNUAL MEETING. An annual meeting of the shareholders for the
election of Trustees and the transaction of any business within the powers of
the Trust shall be held during the month of June of each year, after the
delivery of the annual report, referred to in Section 11 of this Article 11, at
a convenient location and on proper notice, on a date and at the time set by the
Trustees, beginning with the year 1996.

Section 3. SPECIAL MEETINGS. The chairman of the board or the president
or one-third of the Trustees may call special meetings of the shareholders.
Special meetings of shareholders shall also be called by the secretary upon the
written request of the holders of shares entitled to cast not less than 25% of
all the votes entitled to be cast at such meeting. Such request shall state the
purpose of such meeting and the matters proposed to be acted on at such meeting.
The secretary shall inform such shareholders of the reasonably estimated cost of
preparing and mailing notice of the meeting and, upon payment by such
shareholders to the Trust of such costs, the secretary shall give notice to each
shareholder entitled to notice of the meeting. Unless requested by shareholders
entitled to cast a majority of all the votes entitled to he cast at such
meeting, a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any meeting of the shareholders
held during the preceding twelve months.

Section 4. NOTICE. Not less than ten nor more than 90 days before each
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed

<PAGE>

notice stating the time and place of the meeting and, in the case of a special
meeting or otherwise may be required by any statute, the purpose for which the
meeting is called, either by mail or by presenting it to such shareholder
personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder at his post office address as it
appears on the records of the Trust, with postage thereon prepaid.

Section 5. SCOPE OF NOTICE. Any business of the Trust may be transacted
at an annual meeting of shareholders without being specifically designated in
the notice, except such business as is required by any statute to be stated in
such notice. No business shall be transacted at a special meeting of
shareholders except as specifically designated in the notice.

Section 6. QUORUM. At any meeting of shareholders, the presence in person
or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the Declaration of Trust,
as amended, for the vote necessary for the adoption of any measure. If,
however, such quorum shall not be present at any meeting of the shareholders,
the shareholders entitled to vote at such meeting, present in person or by
proxy, shall have the power to adjourn the meeting from time to time to a date
not more than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally notified.

Section 7. VOTING. A plurality of all the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Each share may be voted for as many individuals as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes
cast is required herein or by statute or by the Declaration of Trust, as
amended. Unless otherwise provided in the Declaration, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

Section 8. PROXIES. A shareholder may vote the shares owned of record by
him, either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the Trust before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares registered in the
name of a corporation, partnership, trust or other entity, if entitled to be
voted, may be voted by the president or a vice president, a general partner or
trustee thereof, as the case may be, or a proxy appointed by any of the
foregoing individuals, unless some other person who has been appointed to vote
such shares pursuant to a bylaw or a resolution of the board of directors of
such

<PAGE>

corporation or agreement of the partners of a partnership or other entity
presents a certified copy of such bylaw, resolution or agreement, in which case
such person may vote such shares. Any trustee or other fiduciary may vote
shares registered in his name as such fiduciary, either in person or by proxy.

Shares of the Trust directly or indirectly owned by it shall not be voted
at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

The Trustees may adopt by resolution a procedure by which a shareholder may
certify in writing to the Trust that any shares registered in the name of the
shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable on receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

Notwithstanding any other provision contained herein or in the Declaration
of Trust, as amended, or these Bylaws, Title 3, Subtitle 7 of the Corporations
and Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of
beneficial interest of the Trust.

Section 10. INSPECTORS. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be PRIMA
FACIE evidence thereof.

Section 11. REPORTS TO SHAREHOLDERS. Not later than 120 days after the
close of each fiscal year of the Trust, the Trustees shall deliver or cause to
be delivered a report of the business and operations of the Trust during such
fiscal year to the shareholders, containing a balance sheet and a statement of
income and surplus of the Trust, accompanied by the certification of an

<PAGE>

independent certified public accountant, and such further information as the
Trustees may determine is required pursuant to any law or regulation to which
the Trust is subject. A signed copy of the annual report and the accountant's
certificate shall be filed by the Trustees with the State Department of
Assessments and Taxation of Maryland, and with such other governmental agencies
as may be required by law and as the Trustees may deem appropriate.

Section 12. NOMINATIONS AND SHAREHOLDER BUSINESS.

(a) ANNUAL MEETINGS OF SHAREHOLDERS.

(1) Nominations of persons for election to the Board of Trustees and
the proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders (i) pursuant to the Trust's notice of meeting,
(ii) by or at the direction of the Trustees or (iii) by any shareholder of the
Trust who was a shareholder of record at the time of giving of notice provided
for in this Section 12 (a), who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 12(a).

(2) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) (1)
of this Section 12, the shareholder must have given timely notice thereof in
writing to the secretary of the Trust. To be timely, a shareholder's notice
shall be delivered to the secretary at the principal executive offices of the
Trust not less than 60 days nor more than 90 days prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day
prior to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such shareholder's
notice shall set forth (i) as to each person whom the shareholder proposes to
nominate for election or reelection as a Trustee all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Trustees, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Trustee if elected); (ii) as to
any other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such shareholder, as they appear on the
Trust's books, and of such beneficial owner and (y) the number of shares of each
class of the Trust which are owned beneficially and of record by such
shareholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (a)
(2) of this Section 12 to the contrary, in the event that the number of Trustees
to be elected to the Board of

<PAGE>

Trustees is increased and there is no public announcement naming all of the
nominees for Trustee or specifying the size of the increased Board of Trustees
made by the Trust at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this Section
12(a) shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
secretary at the principal executive offices of the Trust not later than the
close of business on the tenth day following the day on which such public
announcement is first made by the Trust.

(b) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Trust's notice of meeting. Nominations of persons
for election to the Board of Trustees may be made at a special meeting of
shareholders at which Trustees are to be elected (i) pursuant to the Trust's
notice of meeting (ii) by or at the direction of the Board of Trustees or (iii)
provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who was a
shareholder of record at the time of giving of notice provided for in this
Section 12(b), who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 12(b). In the event the Trust calls
a special meeting of shareholders for the purpose of electing one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person or
persons (as the case may be) for election to such position as specified in the
Trust's notice of meeting, if the shareholder's notice containing the
information required by paragraph (a) (2) of this Section 12 shall be delivered
to the secretary at the principal executive offices of the Trust not earlier
than the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Trustees to be elected
at such meeting.

(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 12 shall be eligible to serve as Trustees
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 12. The presiding officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 12 and, if any proposed nomination or business is not in
compliance with this Section 12, to declare that such defective nomination or
proposal be disregarded.

(2) For purposes of this Section 12, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones New Service, Associated
Press or comparable news service or in a document publicly filed by the Trust
with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 12, a
shareholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the

<PAGE>

rules and regulations thereunder with respect to the matters set forth in this
Section 12. Nothing in this Section 12 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Trust's proxy statement
pursuant to Rule 14a-8 under the Exchange Act.

Section 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled to
notice of a meeting of shareholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the shareholders.

Section 14. VOTING BY BALLOT. Voting on any question or in any election
may be VIVA VOCE unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.

ARTICLE III

TRUSTEES

Section 1. GENERAL POWERS; QUALIFICATIONS. The business and affairs of
the Trust shall be managed under the direction of its Board of Trustees. A
Trustee shall be an individual at least 21 years of age who is not under legal
disability.

Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.

Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be
called by or at the request of the chairman of the board, the chief executive
officer or a majority of the Trustees then in office. The person or persons
authorized to call special meetings of the Trustees may fix any place, either
within or without the State of Maryland, as the place for holding any special
meeting of the Trustees called by them.

Section 4. NOTICE. Notice of any special meeting shall be given by
written notice delivered personally, telegraphed or mailed to each Trustee at
his business or residence address. Personally delivered or telegraphed notices
shall be given at least two days prior to the meeting. Notice by mail shall be
given at least five days prior to the meeting. Telephone notice shall be given
at least 24 hours prior to the meeting. If mailed, such notice shall be deemed
to be given when deposited in the United States mail properly addressed, with
postage thereon prepaid. If given by telegram, such notice shall be deemed to
be given when the telegram is delivered to the telegraph company. Telephone
notice shall be deemed given when the trustee is personally given

<PAGE>

such notice in a telephone call to which he is a party. Neither the business to
be transacted at, nor the purpose of, any annual, regular or special meeting of
the Trustees need be stated in the notice, unless specifically required by
statute or these Bylaws.

Section 5. QUORUM. A majority of the Trustees shall constitute a quorum
for transaction of business at any meeting of the Trustees, provided that, if
less than a majority of such Trustees are present at said meeting, a majority of
the Trustees present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the Declaration of Trust, as
amended, or these Bylaws, the vote of a majority of a particular group of
Trustees is required for action, a quorum must also include a majority of such
group.

The Trustees present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Trustees to leave less than a quorum.

Section 6. VOTING. The action of the majority of the Trustees present at
a meeting at which a quorum is present shall be the action of the Trustees,
unless the concurrence of a greater proportion is required for such action by
applicable statute.

Section 7. TELEPHONE MEETINGS. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

Section 8. INFORMAL ACTION BY TRUSTEES. Any action required or permitted
to be taken at any meeting of the Trustees may be taken without a meeting, if a
consent in writing to such action is signed by each Trustee and such written
consent is filed with the minutes of proceedings of the Trustees.

Section 9. VACANCIES. If for any reason any or all the Trustees cease to
be Trustees, such event shall not terminate the Trust or affect these Bylaws or
the powers of the remaining Trustees hereunder (even if fewer than two Trustees
remain). Any vacancy (including a vacancy created by an increase in the number
of Trustees) shall be filled, at any regular meeting or at any special meeting
called for that purpose, by a majority of the Trustees. Any individual so
elected as Trustee shall hold office for the unexpired term of the Trustee he is
replacing.

Section 10. COMPENSATION. Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the Trustees, may receive
fixed sums, per year and/or per meeting and/or per visit of real property owned
or to be acquired by the Trust and for any service or activity they performed or
engaged in as Trustees. Trustees may be reimbursed for expenses of attendance,
if any, at each annual, regular or special meeting of the Trustees or of any
committee thereof and for the expenses, if any, in connection with each property
visit and any other service or activity performed or engaged in as Trustees; but
nothing herein contained shall be construed to

<PAGE>

preclude any Trustees from serving the Trust in any other capacity and receiving
compensation therefor.

Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust, as
amended.

Section 12. LOSS OF DEPOSITS. No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or shares have been
deposited.

Section 13. SURETY BONDS. Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.

Section 14. RELIANCE. Each Trustee, officer, employee and agent of the
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

Section 15. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS.
The Trustees shall have no responsibility to devote their full time to the
affairs of the Trust. Any Trustee or officer, employee or agent of the Trust,
in his personal capacity or in a capacity as an affiliate, employee, or agent of
any other person, or otherwise, may have business interests and engage in
business activities similar to or in addition to or in competition with those of
or relating to the Trust.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Trustees may appoint
from among its members an Executive Committee, an Audit Committee and other
committees, composed of two or more Trustees, to serve at the pleasure of the
Trustees; PROVIDED, that the nominating committee of the Board of Trustees shall
be comprised of a majority of Independent Trustees (as defined in the
Declaration of Trust).

Section 2. POWERS. The Trustees may delegate to committees appointed
under Section 1 of this Article any of the powers of the Trustees, except as
prohibited by law.

<PAGE>

Section 3. MEETINGS. In the absence of any member of any such committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint another Trustee to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Trustees
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

Section 5. INFORMAL ACTION BY COMMITTEES. Any action required or
permitted to be taken at any meeting of a committee of the Trustees may be taken
without a meeting, if a consent in writing to such action is signed by each
member of the committee and such written consent is filed with the minutes of
proceedings of such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of
a chairman of the board, a vice chairman of the board, a chief executive
officer, a president, one or more vice presidents, a treasurer, one or more
assistant treasurers, a secretary, and one or more assistant secretaries. In
addition, the Trustees may from time to time appoint such other officers with
such powers and duties as they shall deem necessary or desirable. The officers
of the Trust shall be elected annually by the Trustees at the first meeting of
the Trustees held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. In their discretion, the Trustees
may leave unfilled any office except that of president and secretary. Election
of an officer or agent shall not of itself create contract rights between the
Trust and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust
may be removed by the Trustees if in their judgment the best interests of the
Trust would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any officer of the Trust
may resign at any time by giving written notice of his resignation to the
Trustees, the chairman of the board, the president or the secretary. Any
resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein,
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation.

Section 3. VACANCIES. A vacancy in any office may be filled by the
Trustees for the balance of the term.

<PAGE>

Section 4. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief
executive officer from among the elected officers. The chief executive officer
shall have responsibility for implementation of the policies of the Trust, as
determined by the Trustees, and for the administration of the business affairs
of the Trust. In the absence of both the chairman and the vice chairman of the
board, the chief executive officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present.

Section 5. CHIEF OPERATING OFFICER. The Trustees may designate a chief
operating officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

Section 6. CHIEF FINANCIAL OFFICER. The Trustees may designate a chief
financial officer from among the elected officers. Said officer will have the
responsibilities and duties as set forth by the Trustees or the chief executive
officer.

Section 7. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the
board shall preside over the meetings of the Trustees and of the shareholders at
which he shall be present and shall in general oversee all of the business and
affairs of the Trust. In the absence of the chairman of the board, the vice
chairman of the board shall preside at such meetings at which he shall be
present. The chairman and the vice chairman of the board may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The chairman of the board and the vice chairman of
the board shall perform such other duties as may be assigned to him or them by
the Trustees.

Section 8. PRESIDENT. In the absence of the chairman, the vice chairman
of the board and the chief executive officer, the president shall preside over
the meetings of the Trustees and of the shareholders at which he shall be
present. In the absence of a designation of a chief executive officer by the
Trustees, the president shall be the chief executive officer and shall be ex-
officio a member of all committees that may, from time to time, be constituted
by the Trustees, but as such ex-officio member, shall have no power to vote on
any matters of such committees of which the president is not also an actual
member. The president may execute any deed, mortgage, hand, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the Trustees from time to time.

Section 9. VICE PRESIDENTS. In the absence of the president or in the
event of a vacancy in such office, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to him by the president or by

<PAGE>

the Trustees. The Trustees may designate one or more vice presidents as
executive vice president or as vice president for particular areas of
responsibility.

Section 10. SECRETARY. The secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the chief executive officer, the
president or the Trustees.

Section 11. TREASURER. The treasurer shall have the custody of the funds
and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees.

He shall disburse the funds of the Trust as may be ordered by the Trustees,
taking proper vouchers for such disbursements, and shall render to the president
and Trustees, at the regular meetings of the Trustees or whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the Trust.

If required by the Trustees, he shall give the Trust a bond in such sum and
with such surety or sureties as shall be satisfactory to the Trustees for the
faithful performance of the duties of his office and for the restoration to the
Trust in case of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Trustees. The assistant treasurers shall, if required by the
Trustees, give bonds for the faithful performance of their duties in such sums
and with such surety or sureties as shall be satisfactory to the Trustees.

Section 13. SALARIES. The salaries of the officers shall be fixed from
time to time by the Trustees and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Trustees may authorize any officer or agent to
enter into any contract or to execute and deliver any instrument in the name of
and on behalf of the Trust

<PAGE>

and such authority may be general or confined to specific instances. Any
agreement, deed, mortgage, lease or other document executed by one or more of
the Trustees or by an authorized person shall be valid and binding upon the
Trustees and upon the Trust when authorized or ratified by action of the
Trustees.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Trust shall be signed by such officer or officers, agent or agents of the
Trust in such manner as shall from time to time be determined by the Trustees.

Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall
be deposited from time to time to the credit of the Trust in such banks, trust
companies or other depositories as the Trustees may designate.

ARTICLE VII
SHARES

Section 1. CERTIFICATES. Each shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust. Each
certificate shall be signed by the chief executive officer, the president or a
vice president and countersigned by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and may be sealed with the seal, if any,
of the Trust. The signatures may be either manual or facsimile. Certificates
shall be consecutively numbered; and if the Trust shall, from time to time,
issue several classes of shares, each class may have its own number series. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. Each certificate representing shares
which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are redeemable at the option of the Trust,
shall have a statement of such restriction, limitation, preference or redemption
provision, or a summary thereof, plainly stated on the certificate. In lieu of
such statement or summary, the Trust may set forth upon the face or back of the
certificate a statement that the Trust will furnish to any shareholder, upon
request and without charge, a full statement of such information.

Section 2. TRANSFERS. Certificates shall be treated as negotiable and
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a Maryland stock corporation. Upon
surrender to the Trust or the transfer agent of the Trust of a share certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Trust shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

The Trust shall be entitled to treat the holder of record of any share or
shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or

<PAGE>

interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock
will be subject in all respects to the provisions of Article VII of the
Declaration of Trust and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the
Trustees may direct a new certificate to be issued in place of any certificate
previously issued by the Trust alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing the issuance of a
new certificate, the officer designated by the Trustees may, in his discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or the owner's legal representative to
advertise the same in such manner as he shall require and/or to give bond, with
sufficient surety, to the Trust to indemnify it against any loss or claim which
may arise as a result of the issuance of a new certificate.

Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Trustees may set, in advance, a record date for the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
determining shareholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
shareholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of shareholders not less
than ten days, before the date on which the meeting or particular action
requiring such determination of shareholders is to be held or taken.

In lieu of fixing a record date, the Trustees may provide that the share
transfer books shall be closed for a stated period but not longer than 20 days.
If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.

If no record date is fixed and the share transfer books are not closed for
the determination of shareholders, (a) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of shareholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the Trustees, declaring
the dividend or allotment of rights, is adopted.

When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the transfer books and the stated period of closing has
expired.

<PAGE>

Section 5. STOCK LEDGER. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
shareholder and the number of shares of each class held by such shareholder.

Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue
fractional shares or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other
provision of the Declaration of Trust, as amended, or these Bylaws, the Trustees
may issue units consisting of different securities of the Trust. Any security
issued in a unit shall have the same characteristics as any identical securities
issued by the Trust, except that the Trustees may provide that for a specified
period securities of the Trust issued in such unit may be transferred on the
books of the Trust only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Trustees shall have the power, from time to time, to fix the fiscal
year of the Trust by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the
shares of the Trust may be authorized and declared by the Trustees, subject to
the provisions of law and the Declaration of Trust, as amended. Dividends may
be paid in cash, property or shares of the Trust, subject to the provisions of
law and the Declaration of Trust, as amended.

Section 2. CONTINGENCIES. Before payment of any dividends, there may be
set aside out of any funds of the Trust available for dividends such sum or sums
as the Trustees may from time to time, in their absolute discretion, think
proper as a reserve fund for contingencies, for equalizing dividends, for
repairing or maintaining any property of the Trust or for such other purpose as
the Trustees shall determine to be in the best interest of the Trust, and the
Trustees may modify or abolish any such reserve in the manner in which it was
created.

ARTICLE X

PROHIBITED INVESTMENTS AND ACTIVITIES

Notwithstanding anything to the contrary in the Declaration of Trust, as
amended, the Trust shall not enter into any transactions referred to in (i) (ii)
or (iii) below which the Trustees do not

<PAGE>

believe is in the best interests of the Trust, and will not, without the
approval of a majority of the disinterested Trustees, (i) acquire from or sell
to any Trustee, officer or employee of the Trust, any corporation, partnership,
joint venture, trust employee benefit plan or other enterprise in which a
Trustee, officer or employee of the Trust owns more than a one percent interest
or any affiliate of any of the foregoing, any of the assets or other property of
the Trust, except for the acquisition, directly or indirectly, of certain
properties or partnership interests or interests therein, directly or
indirectly, through entities in which it owns an interest, in connection with
the initial public offering of shares by the Trust or pursuant to agreements
entered into in connection with such offering, which properties and partnership
interests shall be described in the prospectus relating to such initial public
offering, (ii) make any loan to or borrow from any of the foregoing persons or
(iii) engage in any other transaction with any of the foregoing persons. Each
such transaction shall be approved as provided in the Declaration of Trust and
shall be in all respects on such terms as are, at the time of the transaction
and under the circumstances then prevailing, fair and reasonable to the Trust.

ARTICLE XI

SEAL

Section 1. SEAL. The Trustees may authorize the adoption of a seal by
the Trust. The seal shall have inscribed thereon the name of the Trust and the
year of its organization. The Trustees may authorize one or more duplicate
seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Trust is required to place its
seal to a document, it shall be sufficient to meet the requirements of any law,
rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Trust.

ARTICLE XII

INDEMNIFICATION AND ADVANCES FOR EXPENSES

To the maximum extent permitted by Maryland law in effect from time to
time, the Trust, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall indemnify (a) any Trustee, officer or
shareholder or any former Trustee, officer or shareholder (including among the
foregoing, for all purposes of this Article XII and without limitation, any
individual who, while a Trustee, officer or shareholder at the express request
of the Trust, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, shareholder, partner or trustee of such corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) who has been
successful, on the merits or otherwise, in the defense of a proceeding to which
he was made a party by reason of service in such capacity, against reasonable
expenses incurred by him in connection with the proceeding, (b) any Trustee or
officer or any former Trustee or officer against any claim or liability

<PAGE>

to which he may become subject by reason of such status unless it is established
that (i) his act or omission was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal proceeding, he
had reasonable cause to believe that his act or omission was unlawful and (c)
each shareholder or former shareholder against any claim or liability to which
he may become subject by reason of such status. In addition, the Trust shall
pay or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a Trustee, officer or shareholder or former Trustee,
officer or shareholder made a party to a proceeding by reason of such status,
provided that, in the case of a Trustee or officer, the Trust shall have
received (i) a written affirmation by the Trustee or officer of his good faith
belief that he has met the applicable standard of conduct necessary for
indemnification by the Trust as authorized by these Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that the applicable standard of
conduct was not met. The Trust may, with the approval of its Trustees, provide
such indemnification and payment or reimbursement of expenses to any Trustee,
officer or shareholder (and shall provide such indemnification and payment or
reimbursement of expenses to any director, Trustee, officer or shareholder of a
predecessor of the Trust to the extent set forth in that certain Agreement and
Plan of Combination between Equity Office Holdings, L.L.C. and Rockefeller
Center Properties, Inc., dated as of September 11, 1995) and to any employee,
fiduciary or agent of the Trust (and shall provide such indemnification and
payment or reimbursement of expenses to any employee, fiduciary or agent of a
predecessor of the Trust to the extent set forth in that certain Agreement and
Plan of Combination between Equity Office Holdings, L.L.C. and Rockefeller
Center Properties, Inc. dated as of September 11, 1995). Neither the amendment
nor repeal of this Article, nor the adoption or amendment of any other provision
of the Declaration of Trust, as amended, or these Bylaws inconsistent with this
Article, shall apply to or affect in any respect the applicability of this
Article with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.

Any indemnification or payment or reimbursement of the expenses permitted
by these Bylaws shall be furnished in accordance with the procedures provided
for indemnification or payment or reimbursement of expenses, as the case may be,
under Section 2-418 of the Maryland General Corporation Law (the "MGCL") for
directors of Maryland corporations. The Trust may provide to Trustees, officers
and shareholders such other and further indemnification or payment or
reimbursement of expenses to the fullest extent permitted by the MGCL, as in
effect from time to time, for directors of Maryland corporations.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Declaration of
Trust, as amended, or Bylaws or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed

<PAGE>

equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice,
unless specifically required by statute. The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where such
person attends a meeting for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called or
convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Trustees shall have the exclusive power to adopt, alter or repeal any
provision of these Bylaws and to make new Bylaws; PROVIDED, that any such action
pursuant to this Article XIV must be approved by the affirmative vote of a
majority of the Independent Trustees (as defined in the Declaration of Trust).

ARTICLE XV

MISCELLANEOUS

All references to the Declaration of Trust shall include all amendments
thereto.

<PAGE>

Schedule 2.3(b)

Terms of First Mortgage Loan

- Principal Amount: $694 [or $700] million

- Term: 5 years

- Interest Rate: LIBOR plus 2%

- Payments: Interest only monthly for first 3 years; years 4 and 5 to
include amortization based on a 25 year schedule

- Points: 1 1/2

<PAGE>
Schedule 2.3(e)

COMPANY LIABILITIES TO BE PAID OFF FROM CASH PROCEEDS
OF SALE OF FIRST MORTGAGE LOAN AND THE PURCHASE PRICE

(amounts estimated as of December 31, 1995 and include interest expense through
such date)

Current Coupon Convertible Debentures $213,170,000
Zero Coupon Convertible Debentures 360,283,107
Floating Rate Notes 117,362,362
14% Debentures 81,239,990
Swaps (estimated) 10,000,000
Unsecured debt (calculated with fixed rate interest of 10%) 10,337,523
Repurchase of Zell RCPI Shares, if any 23,000,000
Transaction Costs 15,000,000
------------------ -----------
TOTAL $830,392,982

<PAGE>

Schedule 2.3(f)

LIABILITIES OF THE COMPANY TO BE ASSUMED BY NUREIT

(Amounts estimated as of December 31, 1995)

All litigation listed on Annex A hereto and any expenses incurred by the Company
in connection with these suits and any indemnity payments due from the Company
to the officers and directors in connection with such suits.

Audit Fees $150,000
Property Appraisal 150,000
Investor Relations Consulting 150,000
Consulting Fees 20,000
Office space lease (future cash rent
to the end of the lease) 770,000
Tax Return Preparation Fees 10,000
Directors's Fees and Expenses 5,000
Property Inspection 7,500
Registrar and Transfer Agent Fees 35,000
Dividend Reinvestment Plan 2,000
Investor Communications 50,000
Taxes 2,500
Data Processing 5,000
Travel and Reimbursable Expenses 3,000
Telephone Service 3,000
Miscellaneous 127,000
Office Equipment Leases 26,100
EDGAR Filings--Merrill Corporation 25,000
Payroll--Salaries 13,245
Payroll--Taxes 11,054
Payroll--Incentive Savings Plan 2,716
Contractual Severance Pay 1,267,000
Contractual Severance Benefits 152,429
Retirement Plan 510,000
-------------------- ----------
Total $3,497,543
-----------

<PAGE>
Annex A to Schedule 2.3(f)

GENERAL

On January 23, 1995 Bear, Stearns & Co., Inc., and Donaldson, Lufkin & Jenrette
Securities Corporation commenced an action against the Company in the Supreme
Court of New York, County of New York. The plaintiffs allege that the Company
breached a contract relating to the plaintiffs' provision of investment banking
services to the Company. The plaintiffs seek $5,062,500 in damages, plus costs,
attorneys' fees and interest.

On May 24, 1995 Jerry Krim commenced an action encaptioned Krim v. Rockefeller
Center Properties, Inc. and Peter D. Linneman. On June 7, Kathy Knight and
Moishe Malamud commenced an action encaptioned Knight, et al. v. Rockefeller
Center Properties, Inc. and Peter D. Linneman. Both actions were filed in the
United States District Court for the Southern District of New York and purport
to be brought on behalf of a class of plaintiffs comprised of all persons who
purchased the Company's common stock between March 20, 1995 and May 10, 1995.
The complaints allege that the Company and Dr. Linneman violated the federal
securities laws by their purported failure to disclose prior to May 11, 1995
that the Borrower would file for bankruptcy protection. The cases have been
consolidated and the plaintiffs are seeking damages in such amount as may be
proved at trial, plus costs, attorneys' fees and interest.

On July 6, 1995 Charal Investment Company, Inc. commenced a derivative action
against certain of the Company's present and former directors (the "Defendant
Directors") in the Court of Chancery of the State of Delaware in and for New
Castle County. The Company was named as a nominal defendant. The plaintiff
alleges that the Defendant Directors breached their fiduciary duties by:
(1) using commercial paper proceeds to repurchase Convertible Debentures; (2)
entering into interest rate swaps; and (3) making capital distributions to
stockholders. The plaintiffs seek such equitable or injunctive relief as may be
appropriate and to have the Defendant Directors pay the Company damages to the
extent the Company was harmed as a resulf of the Defendant Directors' breach of
fiduciary duty, plus costs, attorneys' fees and interest.

On July 31, 1995 L.L. Capital Partners, L.P. commenced an action against the
Company in the United States District Court in the Southern District of New
York. The plaintiff alleges that, prior to December 1993, the Company failed to
disclose its purported belief that the Rockefeller family and the Borrower's
corporate parent would cease to fund the Borrower's cash flow shortfalls and
that, as a result of such non-disclosure, plaintiffs were induced to purchase
700,000 shares of the Company's common stock at $7.00 per share in December,
1993. The plaintiffs seek rescission, or, in the alternative, monetary damages
(including punitive damages), plus interest.

<PAGE>

A-2
SLIP-AND-FALL CASES

DAMAGES ALLEGED
---------------

1. JOSE ALGARIN V. RCPI, ET AL., No. 132218/94 $ 1,000,000.00

2. CHRISTALA MAVROUDES V. RCPI, ET AL., No. 100082/93 25,000.00(2)

3. GEORGE ALBERT SALMON AND
MARY REDFERN V. RCPI, ET AL., No. 122720/94 7,750,000.00

4. ESTEBAN OVALLE V. RCPI, ET AL., No. 4725/95 2,000,000.00

5. MARILYN LAMACCHIA V. RCPI, ET AL., No. 128649/94 20,000,000.00

6. ROBERT MORALES V. RCPI, ET AL., No. 132388/94 750,000.00

7. HYACINTH HARRISON V. RCPI, ET AL., No. 128826/94 1,000,000.00

8. HYACINTH HARRISON V. RCPI, No. 113506/94 1,000,000.00

9. BARBARA GROSS V. RCPI, ET AL., No. 21035/94 1,000,000.00

10. SHARON A. GEARHART V. RCPI, ET AL., No. 13598/93 2,000,000.00

11. GERALDINE B. MARTIN, ET AL. V. RCPI. ET AL., No. 117397/94 5,000,000.00

12. MANNY RAMOS, JR. V. RCPI, ET AL., No. 3426/94 20,000,000.00

13. ROSA PERIFIMOS, ET AL. V. RCPI, ET AL., No. 93-032229 5,750,000.00

14. MADELYN VANDERWEL V. RCPI, ET AL., No. 23684/93 1,000,000.00

15. GIACOMO M. FAVIA V. RCPI, ET AL., No. 26500/94 1,000,000.00

16. CORNELL RICHARDS V. RCPI, ET AL., No. 30435/94 500,000.00

17. RELIANCE INSURANCE COMPANY V. RCPI ET AL, No. 94-133892 186,000.00

______________________
(2) Plaintiff alleges at least $25,000, the full amount to be proved at trial.
<PAGE>

Schedule 3.3(a)(i)

Consents, authorizations or approvals required for execution and
delivery of the Agreement.

None.
<PAGE>

Schedule 3.3(a)(ii)

CONSENTS, AUTHORIZATIONS OR APPROVALS REQUIRED FOR PERFORMANCE
OF AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY:

1. Approval and authorization of the Company's Stockholders.

2. Such consents, authorizations and approvals as may be required
from Goldman, Sachs Mortgage Company, as Agent under the Goldman
Loan Agreement.

3. Such consents, authorizations and approvals as may be required
from Whitehall Street Real Estate Limited Partnership V or its
successors and assigns under the Debenture Purchase Agreement
dated as of December 18, 1994.

4. Such consents, authorizations and approvals as may be required
from the holders of the Zero Coupon Convertible Debentures Due
2007 and the Current Coupon Debentures Due 2007 pursuant to the
Indenture dated as of September 15, 1985.

5. Such consents, authorizations and approvals as may be required
from Bankers Trust Company and Gary R. Vaughn as Collateral
Trustee under the Collateral Trust Agreement dated as of December
29, 1994.

6. The Bankruptcy Court's approval of RCPI's Borrower Plan in the
Borrower's Chapter 11 Case and of any Plan of Reorganization in
any Company Chapter 11 Case.
<PAGE>
Schedule 3.3(b)

CONSENTS, AUTHORIZATIONS OR APPROVALS REQUIRED FOR PERFORMANCE
OF AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY

As to clauses (ii) and (iii) of Section 3.3(b):

1. Approval and authorization of the Company's Stockholders.

2. Such consents, authorizations and approvals as may be required
from Goldman, Sachs Mortgage Company, as Agent under the Goldman
Loan Agreement.

6. The Bankruptcy Court's approval of RCPI's Borrower Plan in the
Borrower's Chapter 11 Case and of any Plan of Reorganization in
any Company Chapter 11 Case.
<PAGE>

Schedule 3.5(a)

Deviations From GAAP in Balance Sheet

No exceptions

<PAGE>
Schedule 3.5(b)

INDEBTEDNESS OR OTHER LIABILITIES

The Indebtedness or other liabilities, debts, claims or obligations
appearing on Schedules 2.3(e), 2.3(f) and 3.6(a).

<PAGE>

Schedule 3.5 (c)

Operations History

Wholly Owned Subsidiary: Deucalion Capital Corporation

<PAGE>
Schedule 3.6(a)

CONTRACTS AND PERMITS

Restated Certificate of Incorporation of the Company, as amended June 15,
1988--Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1988.

Debenture Purchase Agreement dated as of December 18, 1994 between the Company
and Whitehall Real Estate Limited Partnership V ("Whitehall")--Exhibit 4.9 to
the Company's Current Report on Form 8-K dated December 30, 1994.

Warrant Agreement dated as of December 18, 1994 between the Company and Chemical
Bank, agent, relating to the issuance and sale to Whitehall of warrants to
purchase shares of the Company's common stock--Exhibit 4.6 to the Company's
Current Report on Form 8-K dated December 22, 1994.

Stock Appreciation Rights Agreement dated as of December 18, 1994 between the
Company and Chemical Bank, agent, relating to the issuance and sale to Whitehall
of stock appreciation rights exchangeable for warrants of the Company and
exercisable for the Company's 14% Debentures due 2007--Exhibit 4.7 to the
Company's Current Report on Form 8-K dated December 22, 1994.

Letter Agreement dated December 18, 1994 among the Company, Whitehall and
Goldman, Sachs & Co. relating to board representation and other matters--Exhibit
4.8 to the Company's Current Report on Form 8-K dated December 22, 1994.

Collateral Trust Agreement dated as of December 29, 1994 among the Company,
Bankers Trust Company and Gary R. Vaughan, Trustees--Exhibit 4.10 to the
Company's Current Report on Form 8-K dated December 30, 1994.

Registration Rights Agreement dated as of December 29, 1994 among the Company,
Goldman Sachs Mortgage Company ("GSMC") and Whitehall--Exhibit 4.11 to the
Company's Current Report on Form 8-K dated December 30, 1994.

Letter amendment dated as of December 29, 1994 between the Company and Chemical
Bank, warrant agent, amending the Warrant Agreement dated as of December 18,
1994 between the Company and Chemical Bank, warrant agent--Exhibit 4.12 to the
Company's Current Report on Form 8-K dated December 30, 1994.

Letter amendment dated as of December 29, 1994 between the Company and Chemical
Bank, SAR agent, amending the SAR Agreement dated as of December 18, 1994
between

<PAGE>

the Company and Chemical Bank, SAR agent--Exhibit 4.13 to the Company's Current
Report on Form 8-K dated December 30, 1994.

Indenture dated as of September 15, 1985 between the Company and Manufacturers
Hanover Trust Company, as Trustee (the "Trustee"), including the forms of
Current Coupon Convertible Debenture, Zero Coupon Convertible Debenture and
Floating Rate Note--Exhibit 4 to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1985.

First Supplemental Indenture dated as of December 15, 1985 between the Company
and the Trustee.

Loan Agreement dated as of December 18, 1994 among the Company, the lenders
parties thereto and GSMC, as agent--Exhibit 10.35 to the Company's Current
Report on Form 8-K dated December 30, 1994.

Loan Agreement dated as of September 19, 1985 among the Company, RCP Associates
("Associates") and Rockefeller Center Properties ("RCP")--Exhibit 19.1 to the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 1985.

Consolidated Mortgage Note of Associates and RCP dated September 19, 1985--
Exhibit 19.4 to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1985.

Mortgage Note of Associates and RCP dated September 19, 1985--Exhibit 19.5 to
the Company's Quarterly Report on Form 10-Q for the period ended September 30,
1985.

Letter Agreement dated September 12, 1985 among Rockefeller Group, Inc. ("RGI"),
Radio City Music Hall Productions, Inc. ("RCMHP"), the Company, Goldman, Sachs &
Co. and Shearson Lehman Brothers Inc., as representatives of the several
Underwriters with respect to the Company's Common Stock, and Goldman Sachs
International Corp. and certain other Representatives, as representatives of the
several Underwriters with respect to the Company's Convertible Debentures--
Exhibit 19.8 to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1985.

Dividend Reinvestment Plan of the Company--Exhibit 10.14 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1985.

Amended and Restated Consolidated Mortgage and Security Agreement, dated as of
December 1, 1988 among Associates, RCP and the Company--Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1988.

<PAGE>
3

Amended and Restated Mortgage and Security Agreement, dated as of December 1,
1988 among Associates, RCP and the Company--Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1988.

Amended and Restated Assignment of Rents, dated as of December 1, 1988 among
Associates, RCP and the Company--Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1988.

Amended and Restated Purchase Option, dated as of December 1, 1988 among
Associates, RCP and the Company--Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1988.

Consent and Agreement, dated as of December 1, 1988 among Agreement, RCP and the
Company--Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1988.

Second Amendment dated April 6, 1993 to the Loan Agreement--Exhibit 10.22 to the
Company's Current Report on Form 8-K dated April 23, 1993.

Third Amendment dated April 6, 1993 to the Loan Agreement--Exhibit 10.23 to the
Company's Current Report on Form 8-K dated April 23, 1993.

Amendment to Amended and Restated Consolidated Mortgage dated as of April 6,
1993 by the Borrowers to the Company--Exhibit 10.24 to the Company's Current
Report on Form 8-K dated April 23, 1993.

Amendment to Amended and Restated Mortgage dated as of April 6, 1993 by the
Borrowers to the Company--Exhibit 10.25 to the Company's Current Report on
Form 8-K dated April 23, 1993.

Amendment to Amended and Restated Purchase Option dated as of April 6, 1993 by
the Borrowers to the Company--Exhibit 10.26 to the Company's Current Report on
Form 8-K dated April 23, 1993.

Amendment to Amended and Restated Assignment of Rents, dated as of April 6, 1993
by the Borrowers to the Company--Exhibit 10.27 to the Company's Current Report
on Form 8-K dated April 23, 1993.

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--Exhibit 10.33 to the Company's Current Report on Form 8-K
dated February 22, 1994.

<PAGE>

Fourth Amendment dated February 22, 1994 to the Loan Agreement--Exhibit 10.33 to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993.

Investment Agreement dated August 18, 1995 between the Company and Zell/Merrill
Lynch Real Estate Opportunity Partners Limited Partnership III.

Letter Agreement between the Company and PaineWebber Real Estate Securities,
Inc. dated as of August 11, 1995.

Employment agreement with Richard M. Scarlata, President and Chief Executive
Officer.

Employment agreement with Stephanie Leggett Young, Vice President and Secretary.

Employment agreement with Janet P. King, Vice President and Treasurer.

Employment agreement with Gina Enock, Receptionist.

Employment agreement with Carol Chang, Assistant to the President.

Equipment lease agreement between the Company and M/C Leasing.

Equipment lease agreement between the Company and Sotis Business Equipment Ltd.

Equipment lease agreement between the Company and Aloha Leasing.

Office space lease between the Company and Rockefeller Center Properties.

Telecommunications service, equipment and maintenance agreement between the
Company and Rockefeller Group Telecommunications Services, Inc.

Consulting Agreement between the Company and Cushman & Wakefield, Inc.

Letter of Intent between the Company and Equity Office Holdings, L.L.C.

Letter agreement between the Company and Rockefeller Group, Inc. for mail and
payroll services.

Investor relations services contract between the Company and Robinson, Lake,
Sawyer & Miller.

Stockwatch services contract between the Company and D.F. King & Co.

<PAGE>

Tax services oral agreement between the Company and Cushman & Wakefield pursuant
to which the Company pays $5,000 per year.

Non-disturbance Agreements as set forth on Annex A hereto.

The Company has insurance policies with Seneca Insurance Company, Reliance
Insurance Company, Admiral Insurance Company, Home Insurance Company of
Illinois, American International Specialty Lines Insurance Company, and Lloyds
of London.

The Company is currently qualified as a foreign corporation in the State of New
York.

<PAGE>

Annex A to Schedule 3.6(a)
Non-Disturbance Agreements

1 of 17
Schedule

BUILDING 1 As of March 7, 1995

TENANT NAME LEASE # LEASE TENANT PREMISES LEASE 9 OF 17
DATE EXP. SQ FT
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
6th Avenue Television 1256 6th 7/12/93 Entire Building 12/31/14 3,346
d/b/a/ Television City Ave./12

--------------------------------------------------------------------------------------------
Television City Ventures, L.P. 1/2929 7/12/93 Shop 4 on Street 12/31/14 11,077

---------------------------------------------------------------------------------------------
Television City Ventures, L.P. 1/2930 7/12/93 Shop H on Street 12/31/14 2,961

---------------------------------------------------------------------------------------------
Donovan Leisure 1/2483 6/5/72 A on 38th Floor 9/30/09 26,677
A on 39th Floor 28,014
A on 40th Floor 26,718

---------------------------------------------------------------------------------------------
Chadbourne & Parke 1/2516 4/1/73 22nd Floor To 10,011
23rd Floor be 27,272
24th Floor det. 28,049

---------------------------------------------------------------------------------------------
NBC 1/2712 12/1/88 Main Lease Premises 9/30/22

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

--------------------------------------------------------------------------------------------------------
Television City Ventures, L.P. - NDA required from REIT or - None
tenant may terminate lease
within 40 days of full execution
- NDA from REIT on file

--------------------------------------------------------------------------------------------------------
Donovan Leisure - NDA required from REIT - Subordination to future
and RCP mortgage/ground lease subject
- NDA from REIT and RCP on file to receipt of NDA

--------------------------------------------------------------------------------------------------------
Chadbourne & Parke - Subordinate to the then existing - Subordination to future
mortgage subject to receipt of mortgage subject to receipt
NDA of NDA
- NDA from Emigrant Savings
Bank of file
- NDA from RCP on file

--------------------------------------------------------------------------------------------------------
NBC - NBC has the effect of a NDA - Subordinate to future mortgage
from the REIT in the REIT subject to receipt of NDA
mortgage - New ground lease would be
- RCP ground lease is subordinate subordinate since NBC lease is
recorded.

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

<PAGE>
2 of 17

BUILDING 1

---------------------------------------------------------------------------------------------
B.E. Rock Corp. 1/2850 8/27/85 A on Subbasement 12/31/98 1,208
Floor
A on 64th Floor 24,335
A on 65th Floor 20,869
B,C,H on 66th Floor 1,080

---------------------------------------------------------------------------------------------
NBC 1/2906 2/1/90 19th floor 9/30/22 26,760
20th floor 27,593
22nd floor 26,336
23rd floor 26,871

---------------------------------------------------------------------------------------------
Chadbourne & Parke 1/2925 As of 30th floor 9/30/14 33,216
3/22/93 31st floor 33,055
32nd floor 33,523
33rd floor 32,190
34th floor 33,314
35th floor 33,681
36th floor 32,044
37th floor 33,252

---------------------------------------------------------------------------------------------
O'Sullivan, Graev & Karbell 1/2927 5/6/92 41st Floor 9/30/09 28,032
N, B & P on 9/30/09 12,517
42nd Floor

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

--------------------------------------------------------------------------------------------------------
B.E. Rock Corp. - Landlord to use reasonable - None
efforts to obtain NDA
from the then existing mortgagee
- No NDA file

--------------------------------------------------------------------------------------------------------
NBC - NBC has the effect of a NDA - Subordination to future
from the REIT in the REIT mortgage subject to receipt
mortgage of NDA
- RCP ground lease is - New ground lease would be
subordinate subordinate since NBC lease
is recorded

--------------------------------------------------------------------------------------------------------
Chadbourne & Parke - Lease subordinate to REIT - Subordination to future
- Lease subordinate to RCP mortgage and ground lease
- NDA from REIT on file subject to receipt of NDA
- NDA from RCP on file
- NDA from Condo Assoc. on file

--------------------------------------------------------------------------------------------------------
O'Sullivan, Graev & Karabell - NDA required from REIT - Subordination to future
and RCP mortgage and ground lease
- NDA from REIT and RCP on file subject to receipt of NDA

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

<PAGE>

3 of 17

BUILDING 1

---------------------------------------------------------------------------------------------
Lazard Freres & Co. 1/2943 1/27/94 57th floor 10/30/11 28,798
58th floor 29,396
59th floor 29,396
60th floor 30,943
61st floor 29,940
62nd floor 30,885

---------------------------------------------------------------------------------------------
Rubin Baum Levin Constant & 1/2952 5/27/94 28th floor 1/31/04 11,854
Friedman 29th floor 34,858
Mezzanine 2,334

---------------------------------------------------------------------------------------------
Cafe Duomo, Inc. 1/2956 9/1/94 Shop D 1/31/04 689

---------------------------------------------------------------------------------------------
Godiva Chocolatier, Inc. 1/2956 12/21/94 Shop F 12/31/04 1,379
Shop 15 12/31/95

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

--------------------------------------------------------------------------------------------------------
Lazard Freres & Co. - Landlord to use commercially - Subordination to future
reasonable efforts to obtain mortgage and ground lease
NDA from REIT and RCP subject to receipt of NDA
- NDA from REIT and RCP on file

--------------------------------------------------------------------------------------------------------
Rubin Baum Levin Constant & - NDA required from REIT and - Subordination to future
Friedman RCP mortgage and ground lease
- NDA from REIT and NCP on file subject to receipt of NDA,
provided tenant is in
occupancy of at least one
entire floor

--------------------------------------------------------------------------------------------------------
Cafe Duomo, Inc. - Landlord to request NDA - Landlord to request NDA from
from REIT; Tenant to pay future mortgagee; Tenant to
Landlord's pay Landlord's out-of-pocket
- out-of-pocket expenses expenses
- NDA from REIT on file

--------------------------------------------------------------------------------------------------------
Godiva Chocolatier, Inc. - Landlord to request NDA from - None
REIT
- Copy of NDA required from RCP
- NDA from REIT or RCP on file

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

<PAGE>

<CAPTION>
4 of 17

BUILDING 2

---------------------------------------------------------------------------------------------
Rodier Corp. 2/552 6/20/94 Shops 2 and 4 Last day 1,485
of month
prior to
12th
Anniversary
of TCD

---------------------------------------------------------------------------------------------
Prudential Securities Inc. 2/555 9/12/94 A on 2nd floor 9/30/06 17,539
V on Concourse Floor

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

--------------------------------------------------------------------------------------------------------
Rodier Corp. - Landlord to request NDA from - Landlord to request NDA from
REIT; Tenant to pay Landlord's future mortgagee; Tenant to
out of pocket expenses pay Landlord's out of pocket
- NDA from REIT on file expenses

--------------------------------------------------------------------------------------------------------
Prudential Securities Inc. - NDA required from REIT and - Subordination to future
RCP mortgage and ground lease
- NDA from REIT and RCP on file subject to receipt of NDA
- Landlord to use reasonable
efforts to obtain NDA
--------------------------------------------------------------------------------------------------------

<PAGE>
2
<CAPTION>
5 of 17

BUILDING 3

---------------------------------------------------------------------------------------------
Christy & Viener 3/329 6/22/94 4th floor 2/28/13 16,642
5th floor 16,642
6th floor 12,492

---------------------------------------------------------------------------------------------
Brookstone Company, Inc. 3/330 8/2/94 Shop A 1/31/10 4,131

---------------------------------------------------------------------------------------------
Publicker Industries, Inc. 3/331 10/26/94 7th Floor 6/30/04 5,689

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

--------------------------------------------------------------------------------------------------------
Christy & Viener - NDA required from REIT and - Subordination to future
RCP mortgage and ground lease
- NDA from REIT and RCP on file subject to receipt of NDA,
provided tenant is in
occupancy of not less than
25,000 rentable square feet
- Landlord to use reasonable
efforts to obtain NDA

--------------------------------------------------------------------------------------------------------
Brookstone Company, Inc. - Landlord to request NDA from - Landlord to request NDA from
REIT; Tenant to pay Landlord's future mortgagee; Tenant to pay
out of pocket expenses Landlord's out of pocket
- NDA from REIT on file expenses

--------------------------------------------------------------------------------------------------------
Publicker Industries, Inc. - NDA required from REIT and - None
RCP
- NDA from REIT and RCP on
file

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

<PAGE>

6 of 17

BUILDING 5

Arthur Gensler, Jr. & 5/1233 11/3/87 5th floor 4/30/00 17,332
Associates Inc.

---------------------------------------------------------------------------------------------
The Hot Sox Company Inc. 5/1271 6/10/92 7th floor 10/31/07 17,759

---------------------------------------------------------------------------------------------
John A. Levin & Co., Inc. 5/1293 12/20/93 A on 25th Floor 9/30/04 16,968

---------------------------------------------------------------------------------------------
The Madden Corporation 5/1298 2/10/94 4th floor 12/31/05 20,231

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

--------------------------------------------------------------------------------------------------------
The Hot Sox Company Inc. - NDA required from REIT and - Landlord to use best efforts
RCP without expense to obtain NDA
- No NDA from REIT or RCP on (unless Tenant agrees to bear
file expenses) from future mortgagee
and ground lessors

--------------------------------------------------------------------------------------------------------
John A. Levin & Co., Inc. - NDA from REIT and RCP - Landlord to use reasonable
required efforts to obtain NDA from
- NDA from REIT and RCP on file future mortgagee and ground
lessors

--------------------------------------------------------------------------------------------------------
The Madden Corporation - NDA required from REIT and - Subordination to future
RCP mortgage and ground lease
- NDA from REIT and RCP on file subject to receipt of NDA,
provided tenant is in occupancy
of at least one entire floor
- Landlord to use reasonable
efforts to obtain NDA from
future mortgagee and ground lessor
--------------------------------------------------------------------------------------------------------

<PAGE>

7 of 17

BUILDING 5

---------------------------------------------------------------------------------------------
M. Fabrikant & Sons, Inc. 5/1308 5/19/94 28th floor To be 16,738
29th floor Determ. 16,738
3rd floor 1,409

---------------------------------------------------------------------------------------------
Japan National Tourist 5/1313 9/23/94 K on 12th Floor 8/31/09 8,070
Organization

---------------------------------------------------------------------------------------------
European American Bank 5/1314 9/27/94 F on Concourse Floor 9/30/09 7,787
D on Street Floor (total)
H on Mezzanine Floor

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

--------------------------------------------------------------------------------------------------------
M. Fabrikant & Sons, Inc. - NDA required from REIT and - Subordination to future
RCP mortgage and ground lease
- NDA from REIT and RCP on file subject to receipt of NDA,
provided Tenant is in occupancy
of at least one entire floor
- Landlord to use reasonable
efforts to obtain NDA

--------------------------------------------------------------------------------------------------------
Japan National Tourist - None - Landlord to request NDA from
Organization future mortgagee; the Tenant to
pay the Landlord's out-of-pocket
expenses

--------------------------------------------------------------------------------------------------------
European American Bank - Landlord to request NDA from - Landlord to request NDA from
REIT; Tenant to pay the future mortgagee; the Tenant to
Landlord's out-of-pocket expenses pay the Landlord's out-of-pocket
- NDA from REIT and RCP on file expenses

--------------------------------------------------------------------------------------------------------
<PAGE>

8 of 17

BUILDING 6

---------------------------------------------------------------------------------------------
Spears, Hensak, Saloman 6/2690 5/7/86 C on 33rd Floor 7/31/01 21,059
& Farrell, Inc.

---------------------------------------------------------------------------------------------
Bessemer Securities Corp. 6/2729 12/17/87 A on 38th Floor 9/30/05 21,772
A on 39th Floor 21,690

---------------------------------------------------------------------------------------------
Bessemer Securities Corp. 6/2730 12/18/87 L on 37th Floor 9/30/05 9,205
D on 37th Floor 2,093
N on 37th Floor 3,100
A on 37th Floor 20
E on 37th Floor 29
B on 37th Floor 764

---------------------------------------------------------------------------------------------
Multimedia Entertainment, 6/2818 3/25/92 E on 35th Floor 5/31/02 15,859
Inc. U on 19th Floor 3/31/98 231

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

--------------------------------------------------------------------------------------------------------
Spears, Hensak, Saloman - Landlord to use all reasonable - None
& Farrell, Inc. efforts to obtain NDA from the
then existing mortgagee
- No NDA on file

--------------------------------------------------------------------------------------------------------
Bessemer Securities Corp. - NDA from the then existing - Landlord to use all reasonable
mortgagee required efforts to obtain NDA from
- No NDA on file future mortgagee

--------------------------------------------------------------------------------------------------------
Bessemer Securities Corp. - NDA required from the then - Landlord to use reasonable
existing mortgagee efforts to obtain NDA from
- No NDA on file future mortgagee.

--------------------------------------------------------------------------------------------------------
Multimedia Entertainment, - None required - The Landlord will, upon the
Inc. Tenant's request, obtain NDA
from the mortgagee and ground
lessor should the Tenant take
the entire 35th Floor or NDA
granted by mortgagee or ground
lessor to tenants of comparable
space.
--------------------------------------------------------------------------------------------------------

<PAGE>

9 of 17

BUILDING 6

---------------------------------------------------------------------------------------------
Associated Press 6/2838 4/12/93 STG O on 22nd Floor 9/30/04 35

---------------------------------------------------------------------------------------------
Dickie Dony, Inc. d/b/a 6/2839 4/1/93 Shops 3,5 & 624 3/31/03 2,123
Golden Showcase on street
Shop V on Mezz. 773

---------------------------------------------------------------------------------------------
Banque Bruxelles Lambert 6/2843 6/18/93 CC-1 on 6th Floor 6/30/05 72
AA on 6th Floor 32,972
CC on 6th Floor 3,959
BB on 6th Floor 552

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

--------------------------------------------------------------------------------------------------------
Associated Press - NDA not required - None
- NDA from REIT and RCP on file

--------------------------------------------------------------------------------------------------------
Dickie Dony, Inc. d/b/a
Golden Showcase - NDA required from REIT and RCP - Receipt of NDA from future
- NDA from REIT and RCP on file mortgagee and ground lessor
required

--------------------------------------------------------------------------------------------------------
Banque Bruxelles Lambert - NDA required from REIT and RCP - Subordination to future
- NDA from REIT and RCP on file mortgage and ground lease
subject to receipt of NDA

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

<PAGE>

10 of 17

BUILDING 6

---------------------------------------------------------------------------------------------
Rockefeller Center 6/2865 As of A on 20th Floor 12/31/10 24,778
Business Center, Inc. 12/15/93

---------------------------------------------------------------------------------------------
Reboul, MacMurray, 6/2870 As of B on 8th Floor 9/20/12 5,964
Hewitt, Maynard & 3/1/94 E on 9th Floor 20,026
Kristol A on 10th Floor 26,382
A on 11th Floor 26,464

---------------------------------------------------------------------------------------------
Swissam Inc., d/b/a 6/2891 8/10/94 Shop '638' Street 7/31/04 2,054
Movado Design Store Shop 'X' Mezz

---------------------------------------------------------------------------------------------
Fashion Cafe, Inc., d/b/a 6/2892 8/22/94 Shop 'F' Street 9/30/09 6,105
Fashion Cafe Shop 'K' Mezz 2,301
Shop 'R' Concourse 2,680
Shop 'L' Subbasement 2,521

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

--------------------------------------------------------------------------------------------------------
Rockefeller Center - NDA required from REIT and RCP - None
Business Center, Inc. - NDA from REIT and RCI on file

--------------------------------------------------------------------------------------------------------
Reboul, MacMurray, - NDA required from REIT and RCP - Subordination to future
Hewitt, Maynard & - NDA from REIT and RCP on file mortgage and ground lease
Kristol subject to receipt of NDA

--------------------------------------------------------------------------------------------------------
Swissam Inc., d/b/a - Landlord will request NDA from - Landlord to request NDA from
Movado Design Store REIT; Tenant to pay Landlord's any future mortgagee; Tenant to
reasonable out of pocket expenses pay Landlord's out of pocket
- NDA from REIT on file expenses

--------------------------------------------------------------------------------------------------------
Fashion Cafe, Inc., d/b/a - Landlord will request NDA from - Landlord to request NDA from
Fashion Cafe REIT; Tenant to pay Landlord's any future mortgagee; Tenant to
out of pocket expenses pay Landlord's out of pocket
- NDA from RCP required expenses
- NDA from REIT and RCP on file

--------------------------------------------------------------------------------------------------------
<PAGE>

11 of 17

BUILDING 7

TENANT NAME LEASE # LEASE TENANT PREMISES LEASE SQ FT
DATE EXP.
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Associated Press 7/563 4/12/93 B on Subway Mezz. 9/30/04 1,293
CC on Subway Mezz. 126
J on Subway Mezz. 1,344
T on Subway Mezz. 696
D on Concourse 144
H on Concourse 936
K on Concourse 1,793
A on 4th Floor 42,197
A on 5th Floor 22,860
A on 6th Floor 22,605
A on 7th Floor 22,605
A on 8th Floor 955
C on 8th Floor 2,349
P on 8th Floor 747
K on 8th Floor 885
P on 8th Floor 1,777
A on 10th Floor 1,211
E on 10th Floor 1,762
F on 10th Floor 377
G on 10th Floor 965
K on 10th Floor 436
---------------------------------------------------------------------------------------------
50 Rock Partners 7/571 6/29/94 B on 2nd Floor 9/30/06 26,653

---------------------------------------------------------------------------------------------
NTV International Corporation 7/572 6/30/94 J on 8th Floor 9/30/04 5,166
C on 9th Floor 6,633

---------------------------------------------------------------------------------------------
JCB International Credit 7/558 11/22/89 H on Street Level 1/31/00 4,889
Card Company, Ltd.

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

--------------------------------------------------------------------------------------------------------
50 Rock Partners - NDA required from RCP - Subordination to future
- Landlord to use reasonable - mortgage subject to receipt
efforts to obtain NDA from of NDA
REIT
- NDA from REIT and RCP on file
--------------------------------------------------------------------------------------------------------
NTV International Corporation - NDA required form RCP - None
- Landlord to request NDA from
REIT
- NDA from REIT and RCP on file
--------------------------------------------------------------------------------------------------------
JCB International Credit - Landlord to use all reasonable - Subordination to future
Card Company, Ltd. efforts to obtain NDA from the mortgage subject to receipt
then existing mortgage of NDA.
- No NDA on file
--------------------------------------------------------------------------------------------------------

<PAGE>

12 of 17

BUILDING 8

TENANT NAME LEASE # LEASE TENANT PREMISES LEASE SQ FT
DATE EXP.
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Simon & Schuster 8/67 5/1/76 C on 9th Floor 9/30/09 8,628
B on 9th Floor 17,755
A on 10th Floor 7,294
B on 10th Floor 6,881
C on 10th 10,493
D on 10th 1,702
A on 11th 26,363
A on 12th 26,360
A on 13th 26,348
A on 14th 26,349
A on 17th 20,250
Z-Shop 14 3,220
P-Shop 20 9,675
H-Sig. CM-40 3,567
A-Sig. CM-24 621
B-Sig. B 16
C-Sig. C 16
--------------------------------------------------------------------------------------------
US Shoe Corporation 8/91 6/13/85 M on Street 8/31/95 4,680
P-Sig. CM-26 1,000
--------------------------------------------------------------------------------------------
Coordination Council for North 8/103 2/7/90 A on 2nd Floor 6/30/02 33,561
American Affairs
--------------------------------------------------------------------------------------------

TENANT NAME CURRENT STATUS FUTURE OBLIGATIONS MORTGAGE/GROUND
MORTGAGE/GROUND LEASE LEASE
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Simon & Schuster - Landlord to use all reasonable - Subordination to future
efforts to obtain NDA from then mortgage subject to receipt of
existing mortgagee NDA
- NDA from REIT and RCP on file
--------------------------------------------------------------------------------------------------------
US Shoe Corporation - Landlord to use all reasonable - Subordination to future
efforts to obtain NDA from then mortgage subject to receipt of
existing mortgagee NDA
- No NDA on file
--------------------------------------------------------------------------------------------------------
Coordination Council for North - NDA required from the then - None
American Affairs existing underlying mortgage
- No NDA on file
--------------------------------------------------------------------------------------------------------

<PAGE>

13 of 17

BUILDING 8

--------------------------------------------------------------------------------------------
Tristan New York, Inc. 8/110 11/19/93 Shop G 12/31/09 5,155
Shop J

--------------------------------------------------------------------------------------------
USA Networks 8/111 12/23/93 C on 8th Floor 3/31/05 7,024
A on 8th Floor 46,757
A on 18th Floor 16,419
A on 19th Floor 18,897
A on 20th Floor 13,069
20th Floor Mezzanine 3,531
--------------------------------------------------------------------------------------------
Nine West Group, Inc. d/b/a 8/112 As of Shop "X" Street 8/31/04 1,335
Nine West 6/13/94

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

--------------------------------------------------------------------------------------------------------
Tristan New York, Inc. - Landlord to use reasonable - None
efforts to obtain NDA from
REIT and RCP
- NDA from REIT and RCP on file
--------------------------------------------------------------------------------------------------------
USA Networks - Subordination to mortgage and - Subordination to future
ground lease subject to receipt mortgage and ground lease
of NDA from RCP and REIT subject to receipt of NDA
- NDA from REIT and RCP on file
--------------------------------------------------------------------------------------------------------
Nine West Group, Inc., d/b/a - None required - Landlord to request NDA from
Nine West future mortgagee; the Tenant
to pay the Landlord's out of
pocket expenses
--------------------------------------------------------------------------------------------------------

<PAGE>

14 of 17

BUILDING 10

--------------------------------------------------------------------------------------------
Nordeutsche Landesbank 10/1627 4/15/91 A on 14th Floor 5/31/06 13,361
Girozentale

--------------------------------------------------------------------------------------------
Hirschfeld, Stern, Moyer & 10/1655 1/1/94 Space 'A' 20th 2/28/99 15,738
Ross, Inc. Floor

--------------------------------------------------------------------------------------------
The Milburn Corporation 10/1663 9/22/94 A on 11th Floor 2/28/05 15,664

--------------------------------------------------------------------------------------------
Jacob, Medinger 10/1664 9/12/94 D and S on 30th 9/30/09 13,144
& Finnegan Floor
A on 31st Floor 2,324

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

TENANT'S NAME CURRENT STATUS FUTURE OBLIGATIONS MORTGAGE/GROUND
MORTGAGE/GROUND LEASE LEASE
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert Fleming Inc. - Landlord to use all reasonable - None
efforts to obtain NDA from the
then existing mortgagee
- No NDA on file
--------------------------------------------------------------------------------------------------------
Nordeutsche Landesbank - NDA from REIT and RCP required - Landlord to use best efforts
Girozentrale - NDA from REIT and RCP on file (w/o incurring expense) to
obtain NDA from future
mortgagee and ground lessor
--------------------------------------------------------------------------------------------------------
Hirschfeld, Stern, Moyer & - NDA from REIT and RCP required - None
Ross, Inc. - NDA from REIT and RCP on file
--------------------------------------------------------------------------------------------------------
The Milburn Corporation - NDA from REIT and RCP required - Landlord to use reasonable
- NDA from REIT and RCP on file efforts to obtain NDA from
future mortgagee and ground
lessor
--------------------------------------------------------------------------------------------------------
Jacob, Medinger - Landlord to use reasonable - Landlord to use reasonable
& Finnegan efforts to obtain NDA from REIT efforts to obtain NDA from
- NDA from RCP required future mortgagee and ground
- NDA from REIT and RCP sent to lessor
Tenant signed by REIT & Landlord
but not returned by Tenant
--------------------------------------------------------------------------------------------------------

<PAGE>

15 of 17

BUILDING 11

--------------------------------------------------------------------------------------------
NBC 11/615 As of Shop 'C' Concourses 12/31/03 18,227
11/1/93 Shop 'G' Street (Total)
Shop 'G-1' Mezz
Space 'O' Mezz
Space 'C' Mezz
Space 'C-1' 2nd
Mezz

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

--------------------------------------------------------------------------------------------------------
NBC - Landlord to use all reasonable - Subordination to future
efforts to obtain NDA from REIT mortgage subject to receipt
- NDA from REIT and RCP on file of NDA

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

<PAGE>

16 of 17

BUILDING 17

TENANT NAME LEASE # LEASE TENANT PREMISES LEASE SQ FT
DATE EXP.
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
B. Dalton Bookseller, Inc. 17/99 2/8/77 K on Street Level 1/31/02 10,586
G on Concourse 11,457
L on Subbasement 3,374
A on Mezzanine 4,844
P on Street Level 2,405
P-1 on Mezzanine 459
--------------------------------------------------------------------------------------------
Chemical Bank 17/116 1/8/80 W on Subbasement 12/31/00 810
J on Subbasement 105
I on Subbasement 3,312
H on Subbasement 1,044
A on 2nd Floor 26,018
A on 3rd Floor 26,018
A on 4th Floor 26,018
A on 5th Floor 26,018
A on 6th Floor 26,018
A on 7th Floor 26,060
A on 8th Floor 14,030
A on 9th Floor 14,030
A on 10th Floor 12,589
K on Subbasement 1,484
--------------------------------------------------------------------------------------------

TENANT NAME CURRENT STATUS FUTURE OBLIGATIONS MORTGAGE/GROUND
MORTGAGE/GROUND LEASE LEASE
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
B. Dalton Bookseller, Inc. - Landlord to use reasonable - Subordination to future
efforts to obtain NDA from mortgage subject to receipt
the then existing mortgagee of NDA
- NDA from the Chase Manhattan
Bank on file
--------------------------------------------------------------------------------------------------------
Chemical Bank - Landlord to use reasonable - Subordination to future
efforts to obtain NDA from mortgage subject to receipt
the then existing mortgagee of NDA
- No NDA on file
--------------------------------------------------------------------------------------------------------

<PAGE>

17 of 17

BUILDING 17

--------------------------------------------------------------------------------------------
New England Investment 17/154 5/27/94 A on the 11th Floor 12/31/10 7,129
Companies, L.P.

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

</TABLE>
<PAGE>

Schedule 3.6(b)

Intangible Rights

The Company's rights to use its corporate name are subject to provisions in the
Loan Agreement.

<PAGE>

Schedule 3.7

Directors, Officers and Employees

Chairman of the Board Dr. Peter D. Linneman

Director Benjamin D. Holloway

Director William F. Murdoch, Jr.

Director Peter G. Peterson

President & Chief Executive Officer Richard M. Scarlata

Vice President & Secretary Stephanie Leggett Young

Vice President & Treasurer Janet P. King

Administrative Assistant Carol Chang

Administrative Assistant Gina M. Enock

<PAGE>

Schedule 3.8

Employee Benefit Plans

The Retirement Plan for Salaried Employees of Rockefeller Group, Inc.

The Rockefeller Group Incentive Savings Plan

<PAGE>

Schedule 3.9

Taxes

The Company's 1993 Form 1120 REIT has been audited by the Internal Revenue
Service. To date written notification of the audit's determination has not been
received.

<PAGE>
Schedule 3.10

No Defaults or Violations

The Borrower has breached the Loan Agreement in numerous respects.

<PAGE>

Schedule 3.11

LITIGATION
GENERAL

On July 6, 1995 Charal Investment Company, Inc. commenced a derivative action
against certain of the Company's present and former directors (the "Defendant
Directors") in the Court of Chancery of the State of Delaware in and for New
Castle County. The Company was named as a nominal defendant. The plaintiff
alleges that the Defendant Directors breached their fiduciary duties by:
(1) using commercial paper proceeds to repurchase Convertible Debentures; (2)
entering into interest rate swaps; and (3) making capital distributions to
stockholders. The plaintiffs seek such equitable or injunctive relief as may be
appropriate and to have the Defendant Directors pay the Company damages to the
extent the Company was harmed as a result of the Defendant Directors' breach of
fiduciary duty, plus costs, attorneys' fees and interest.

<PAGE>

SLIP-AND-FALL CASES
DAMAGES ALLEGED
---------------
1. JOSE ALGARIN V. RCPI, ET AL., No. 132218/94 $ 1,000,000.00

2. CHRISTALA MAVROUDES V. RCPI, ET AL., No. 100082/93 25,000.00(1)