ROCKEFELLER CENTER PROPERTIES INC, SC 13E3, 1995-12-15

ROCKEFELLER CENTER PROPERTIES INC
SC 13E3, 1995-12-15
REAL ESTATE INVESTMENT TRUSTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ROCKEFELLER CENTER PROPERTIES, INC.
(NAME OF THE ISSUER)

GOLDMAN SACHS GROUP, L.P., WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V
AND ROCKEFELLER CENTER PROPERTIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

773102 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)

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<S> <C>
RICHARD SCARLATA DANIEL M. NEIDICH
ROCKEFELLER CENTER PROPERTIES, INC. GOLDMAN, SACHS & CO.
1270 AVENUE OF THE AMERICAS - 24TH FLOOR 85 BROAD STREET
NEW YORK, NY 10020 NEW YORK, NEW YORK
(212) 698-1453 (212) 902-3000
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(Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices
and
Communications on Behalf of Persons Filing Statement)
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COPIES TO:

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<S> <C> <C>
JOSEPH SHENKER ROBERT B. SCHUMER JONATHAN JEWETT
SULLIVAN & CROMWELL PAUL,WEISS, RIFKIND, WHARTON SHEARMAN & STERLING
250 PARK AVENUE & GARRISON 599 LEXINGTON AVENUE
NEW YORK, NY 10177 1285 AVENUE OF THE AMERICAS NEW YORK, NY 10022
(212) 558-4000 NEW YORK, NY 10019 (212) 848-4000
(212) 373-3000
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This Statement is filed in connection with (check the appropriate box):

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<S> <C> <C>
a. /X/ The filing of solicitation materials or an information statement subject to Regulation 14A
[17CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule
13e-3(c) [Sec. 240.13e-3(c)] under the Securities Exchange Act of 1934.
b. / / The filing of registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
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<S> <C>
Transaction valuation* Amount of Filing Fee
$306,085,632 $61,218
/X/ Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its filing.
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<S> <C>
Amount Previously Paid: $61,218
Form or Registration No.: Schedule 14A
Filing Party: Rockefeller Center Properties, Inc.
Date Filed: December 15, 1995
</TABLE>

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* For purposes of calculating fee only. This amount assumes the purchase of
38,260,704 shares of Common Stock at $8.00 per share. The amount of the filing
fee, calculated in accordance with Rule 0-11 promulgated under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of the value of
the Common Stock to be acquired.

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This joint Transaction Statement (this "Statement") is being filed with the
Securities and Exchange Commission by Rockefeller Center Properties, Inc., a
Delaware corporation ("RCPI"), The Goldman Sachs Group, L.P., a Delaware limited
partnership ("GS Group"), and Whitehall Street Real Estate Limited Partnership
V, a Delaware limited partnership, ("Whitehall"), in connection with the filing
under the Securities Exchange Act of 1934, as amended, of a Proxy Statement.

This Statement relates to the proposed approval and adoption of an Agreement
and Plan of Merger dated as of November 7, 1995 (as it may be amended from time
to time, the "Merger Agreement") entered into by RCPI with Whitehall, Rockprop,
L.L.C., David Rockefeller, Exor Group S.A., Troutlet Investments Corporation
(collectively, the "Investors"), RCPI Holdings Inc. ("Holdings") and RCPI Merger
Inc. ("Mergerco").

To effect the transactions contemplated by the Merger Agreement, the
Investors have organized Holdings and its wholly owned subsidiary, Mergerco, and
own all of the outstanding capital stock of Holdings. Upon the terms and subject
to the conditions of the Merger Agreement, Mergerco will be merged into RCPI
(the "Merger"), RCPI will be the surviving corporation in the Merger, Mergerco
will cease to exist and RCPI will become a wholly owned subsidiary of Holdings.
If the Merger is consummated, each share, par value $0.01 per share, of common
stock of RCPI (a "Share") outstanding immediately prior to the Merger, except
for the Excluded Shares referred to below, will be canceled and automatically
converted into the right to receive $8.00 per Share net to the holder in cash,
without interest. "Excluded Shares" means (i) Shares held by RCPI or any of its
subsidiaries as treasury shares, if any, (ii) Shares held by Holdings or any of
its subsidiaries, if any, and (iii) Shares held by stockholders who have not
voted in favor of the Merger or consented thereto in writing and who have
properly demanded in writing appraisal of such Shares in accordance with Section
262 of the Delaware General Corporation Law.

Pursuant to General Instruction F to Schedule 13E-3, the information
indicated below as contained in the Proxy Statement is hereby incorporated by
reference in answer to the items of this Statement. Where substantially
identical information required by Schedule 13E-3 is included under more than one
caption, reference is made to only one caption of the Proxy Statement.

2
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CROSS REFERENCE SHEET

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ITEM OF SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT (INCORPORATED HEREIN BY REFERENCE)
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a)................................. "Introduction -- General"; "The Parties -- RCPI".
(b)................................. "Introduction -- General"; "Market Prices and Dividends on RCPI Common
Stock".
(c)................................. "Market Prices and Dividends on RCPI Common Stock".
(d)................................. "Market Prices and Dividends on RCPI Common Stock".
(e)................................. Not applicable.
(f)................................. "Transactions by Certain Persons in Shares"; "Special Factors--Background
of the Merger".

ITEM 2. IDENTITY AND BACKGROUND.

This Schedule 13E-3 is being filed by RCPI, the issuer of the class of equity securities which is the subject
of this Rule 13e-3 transaction, GS Group and Whitehall.
(a) - (d)........................... "The Parties"; "Schedule I"; "Schedule II"; "Schedule III"; "Schedule
IV".
(e) - (f)........................... None of RCPI, GS Group nor any other person listed in Schedule I, II, III
or IV of the Proxy Statement during the past five years (i) has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violation of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of
such laws.
(g)................................. "Schedule I"; "Schedule II"; "Schedule III"; "Schedule IV".

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1).............................. "Special Factors -- Background of the Merger".
(a)(2).............................. "Special -- Factors Background of the Merger"; "Special Factors --
Interest of Certain Persons in the Merger"; "The Merger -- The Merger
Agreement"; "The Merger -- The Rights Offering Agreement".
(b)................................. "Special Factors -- Background of the Merger"; "Special Factors --
Interest of Certain Persons in the Merger"; "The Merger -- The Merger
Agreement"; "The Merger -- The Rights Offering Agreement".

ITEM 4. TERMS OF THE TRANSACTION.
(a)................................. "The Merger -- The Merger Agreement"; "The Merger -- Source and Amount of
Funds"; "The Merger -- The Rights Offering Agreement"; "Special Factors
-- Borrower's Chapter 11 Case".
(b)................................. Not applicable.
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3
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ITEM OF SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT (INCORPORATED HEREIN BY REFERENCE)
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (e)........................... "Special Factors -- Plans for RCPI After the Merger"; "Special Factors --
Certain Effects of the Merger"; "Special Factors -- Interest of Certain
Persons in the Merger"; "The Merger -- The Merger Agreement"; "Special
Factors -- Purpose and Structure of the Transaction"; "Special Factors
-- Reasons for the Transaction"; "The Merger -- The Rights Offering
Agreement".
(f) - (g)........................... "Special Factors -- Certain Effects of the Merger".

ITEM 6. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)................................. "Special Factors -- Background of the Merger"; "The Merger -- Source and
Amount of Funds"; "Introduction -- Solicitation of Proxies".
(b)................................. "Special Factors -- Fees and Expenses".
(c)................................. Not applicable.
(d)................................. Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c)........................... "Special Factors -- Background of the Merger"; "Special Factors --
Purpose and Structure of the Transaction"; "Special Factors -- Reasons
for the Transaction"; "Special Factors -- Recommendation of the Board".
(d)................................. "Special Factors -- Background of the Merger"; "Special Factors -- Plans
for RCPI After the Merger"; Special Factors -- Certain Effects of the
Merger"; "The Merger -- The Merger Agreement"; "The Merger -- The Rights
Offering Agreement"; "Certain United States Federal Income Tax
Consequences of The Merger"; "Special Factors -- Purpose and Structure
of the Transaction"; "Special Factors -- Reasons for the Transaction".
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4
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ITEM OF SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT (INCORPORATED HEREIN BY REFERENCE)
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<S> <C>
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (e)........................... "Introduction -- Voting Rights and Proxy Information"; "Special Factors
-- Background of the Merger"; "Special Factors -- Purpose and Structure
of the Transaction"; "Special Factors -- Reasons for the Transaction";
"Special Factors -- Recommendation of the Board"; "Special Factors --
Fairness of the Merger"; "Special Factors -- Opinion of PaineWebber".
(f)................................. "Special Factors -- Background of the Merger".

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c)........................... "Special Factors -- Background of the Merger"; "Special Factors --
Opinion of PaineWebber"; "Annex C"; "Available Information" .

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)................................. "Ownership of Common Stock"; Stephanie Leggett Young, Vice President and
Secretary of RCPI, owns two Shares, and Janet P. King, Vice President
and Treasurer of RCPI, owns no Shares.
(b)................................. "Special Factors -- Interest of Certain Persons in the Merger"; "The
Merger -- The Merger Agreement"; "Ownership of Common Stock";
"Transactions by Certain Persons in Shares".
ITEM 11. CONTRACTS, ARRANGEMENTS OF UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES.
"Special Factors -- Background of the Merger"; "The Merger -- The Merger
Agreement"; "The Merger -- The Rights Offering Agreement"; "Special
Factors -- Plans for RCPI After the Merger".

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION.
(a) - (b)........................... "Introduction -- Voting Rights and Proxy Information"; "Special Factors
-- Recommendation of the Board"; "Special Factors -- Vote of Directors
and Officers of RCPI".

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) - (b)........................... "Rights of Dissenting Stockholders"; "Annex D"; "Special Factors --
Fairness of the Merger".
(c)................................. Not applicable.

ITEM 14. FINANCIAL INFORMATION.
(a)................................. "Selected Financial Data of RCPI"; "Selected Financial Data of the
Property."
(b)................................. Not applicable.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) - (b)........................... "Introduction -- Solicitation of Proxies"; "Proxy Solicitation".
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5
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ITEM OF SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT (INCORPORATED HEREIN BY REFERENCE)
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ITEMS 16. ADDITIONAL INFORMATION.
The Proxy Statement and Annexes and Schedules attached thereto.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)................................. Not applicable.
(b)................................. (1) Opinion of PaineWebber, Incorporated, incorporated herein by
reference from "Annex C" of the Proxy Statement.
(2) Appraisal of Real Property of Douglas Elliman Appraisal and
Consulting Division.
(3) Concurrence Report of The Weitzman Group, Inc., on the Appraisal of
Real Property of Douglas Elliman Appraisal and Consulting Division.
(4) Presentation to the Board prepared by PaineWebber, Incorporated dated
November 7, 1995, on certain financial analyses.
(c)................................. (1) Merger Agreement, incorporated herein by reference from "Annex A" of
the Proxy Statement.
(2) Rights Offering Agreement dated as of November 7, 1995 among RCPI,
Goldman, Sachs & Co. and Whitehall, incorporated herein by reference
from "Annex B" of the Proxy Statement.
(d)................................. Letter to Stockholders, Notice of Special Meeting of Stockholders of
RCPI, Proxy Statement of RCPI, Form of Proxy Card.
(e)................................. Section 262 of the Delaware General Corporation Law, incorporated herein
by reference from "Annex D" of the Proxy Statement.
(f)................................. Not applicable.
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6
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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

Dated: December 15, 1995

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<S> <C>
Rockefeller Center Properties, Inc. The Goldman Sachs Group, L.P.

By /s/ RICHARD M. SCARLATTA By /s/ DANIEL M. NEIDICH
----------------------------------- -----------------------------------
Name: Richard M. Scarlatta Name: Daniel M. Neidich
Title: Chief Executive Officer Title: General Partner
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Whitehall Street Real Estate Limited Partnership V

By WH Advisors, L.P. V, General Partner

By WH Advisors, Inc. V, General Partner

By /s/ RALPH ROSENBERG
-------------------------------------------------
Name: Ralph Rosenberg
Title: Vice President

7
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EXHIBIT INDEX

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EXHIBIT PAGE
NUMBER NO.
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<S> <C> <C>
(b)(1) Opinion of PaineWebber Incorporated, incorporated herein by reference from "Annex C" of the Proxy *
Statement.
(b)(2) Appraisal of Real Property of Douglas Elliman Appraisal and Consulting Division. [ ]
(b)(3) Concurrence Report of The Weitzman Group, Inc. on the Appraisal of Real Property of Douglas [ ]
Elliman Appraisal and Consulting Division.
(b)(4) Presentation to the Board of Directors of Rockefeller Center Properties, Inc., prepared by [ ]
PaineWebber, Incorporated, dated November 7, 1995, on certain financial analyses.
(c)(1) Agreement and Plan of Merger dated as of November 7, 1995 among Rockefeller Center Properties, *
Inc., Whitehall Street Real Estate Partnership V, Rockprop, L.L.C., David Rockefeller, Exor
Group S.A., Troutlet Investments Corporation, RCPI Holdings Inc. and RCPI Merger Inc.,
incorporated herein by reference from "Annex A" of the Proxy Statement.
(c)(2) Rights Offering Agreement dated as of November 7, 1995 among Rockefeller Center Properties, Inc., *
Goldman, Sachs & Co. and Whitehall Street Real Estate Limited Partnership V, incorporated herein
by reference from "Annex B" of the Proxy Statement.
(d) Letter to Stockholders, Notice of Special Meeting of Stockholders of Rockefeller Center *
Properties, Inc., Proxy Statement of Rockefeller Center Properties, Inc., Form of Proxy Card.
(e) Section 262 of the Delaware General Corporation Law, incorporated herein by reference from "Annex *
D" of the Proxy Statement.
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*Incorporated by Reference.

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APPRAISAL OF REAL PROPERTY

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

AS OF

DECEMBER 31, 1994

prepared for:

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

prepared by:

DOUGLAS ELLIMAN APPRAISAL AND CONSULTING DIVISION
909 THIRD AVENUE
NEW YORK, NEW YORK 10022

(212) 350-2250

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TABLE OF CONTENTS

PAGE
TRANSMITTAL LETTER

PURPOSE OF APPRAISAL.................................................... 1
PROPERTY RIGHTS APPRAISED............................................... 1
LEGAL DESCRIPTION....................................................... 1
PREVIOUS APPRAISAL...................................................... 2
DEFINITION OF MARKET VALUE.............................................. 3
REGIONAL DEMOGRAPHICS................................................... 4
MIDTOWN MANHATTAN OFFICE MARKET ANALYSIS................................ 13
MIDTOWN MANHATTAN RETAIL MARKET OVERVIEW................................ 32
SCHEDULE - RETAIL LEASE COMPARABLES..................................... 35
SITE PLAN............................................................... 40
PROPERTY DESCRIPTION.................................................... 41
LOCATION MAP............................................................ 45
LOCATION ANALYSIS....................................................... 46
ZONING.................................................................. 55
ASSESSED VALUATION AND REAL ESTATE TAXES................................ 56
HIGHEST AND BEST USE ................................................... 60
VALUATION PREMISE....................................................... 61
SALES COMPARISON APPROACH............................................... 62
INCOME CAPITALIZATION APPROACH.......................................... 74
CORRELATION AND FINAL VALUE ESTIMATE ...................................108

ADDENDUM

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

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[DOUGLAS ELLIMAN APPRAISAL AND CONSULTING DIVISION - LETTERHEAD]

January 11, 1995

Mr. Richard M. Scarlata
President & Chief Executive Officer
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
24th Floor
New York, NY 10020

Dear Mr. Scarlata:

Pursuant to your request, this report provides our estimate of value as of
December 31, 1994 for the assets of Rockefeller Center Properties and RCP
Associates (the Partnerships), that constitute the real property collateral held
by Rockefeller Center Properties, Inc. (hereinafter referred to as Rockefeller
Center) as security for its $1.3 billion participating mortgage loan.

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

This report serves as an update to our previous full narrative appraisal
report which provided a value for the subject property as of December 31, 1993.
We understand this report will be filed with the Securities and Exchange
Commission and will be publicly available as a result. We also understand that
this report will be made available to shareholders upon request.

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

Height Gross Rentable
Year Building in Area(1) Area(1)
Address Name Built Number Stories (Sq.Ft.) (Sq.Ft.)
- ------- ---- ----- -------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
30 Rockefeller Plaza GE/GE West 1933 1/9 69 2,724,055 2,027,466
610 Fifth Avenue La Maison Francaise 1933 2 9 135,447 104,794
620 Fifth Avenue British Empire 1933 3 9 135,526 102,669
1 Rockefeller Plaza ---- 1937 5 35 547,654 470,729
630 Fifth Avenue International 1935 6 39 1,270,928 1,034,139
50 Rockefeller Plaza Associated Press 1938 7 15 513,110 400,483
1230 Ave. of the Americas Paramount Publishing 1940/55 8/14 21 713,664 600,396
30 Rockefeller Plaza NBC Studio 1933 99 10 (2) 384,592
1270 Ave. of the Americas ---- 1932 10 31 460,911 389,051
10 Rockefeller Plaza ---- 1939 11 17 398,199 291,495
600 Fifth Avenue ---- 1950 17 30 373,877 355,312
1260 Ave. of the Americas Radio City Music Hall 1932 18 10 (3) (3)
Miscellaneous Retail (4) N/A 28,421
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Total 7,300,371 6,189,547
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NOTES:

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

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

1. Updated our study of existing conditions and anticipated future
trends for the Midtown Manhattan office market, focusing particular
attention on quality buildings. Within this context, we noted and
analyzed the amount of leasing completed within Midtown Manhattan
during 1994. This year represented the third straight year of
positive net absorption with a total of 3.2 million square feet
absorbed in Midtown. This translates into a current vacancy rate of
13.5%, the lowest reported rate since the first quarter of 1989.
Most importantly, we noted that Rockefeller Center's specific
submarket has a current vacancy rate of 10.9% versus the year-end
1993 rate of 12.8%.
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2. Analyzed recent transactions which have occurred subsequent to our
last valuation involving the sale of large quality office buildings
for the purpose of comparison with the property under review. We
noted that several more sales have taken place (see sales comparable
approach section) in 1994 since our appraisal dated December 31,
1993, and at least three sales involved investment-grade properties
with transaction prices above $220 per square foot.

3. Reviewed summaries of new leases as provided by Management which
were concluded since our December 31, 1993 report.

4. Reviewed the capital costs associated with the property inclusive of
tenant concessions and building improvements.

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

Institutional investors typically evaluate properties on either a 10 or
15-year holding period basis. Given the size and intricacies of Rockefeller
Center as a real estate investment, it is our opinion that an investor would
analyze the property over various holding periods in order to reflect for the
anomalies of tenant turnover and concurrent capital expenditures. Therefore,
although we placed greatest weight on the 12 through 15 year holding periods
given that investors in properties such as Rockefeller Center typically
anticipate a holding period longer than 10 years, we have provided a weighted
average net present value based upon six holding periods as utilizing various
holding periods provides a more accurate indication of market value. As a
result, the cash flows before financing in each year of a 16-year projection
period were estimated for calendar year 1995 through 2001. The gross resale
value is estimated by capitalizing at an appropriate rate the net operating
income in the year following the holding period of the cash flow. The cash
flows plus the reversion are then discounted on an annual basis to a present
value using a pre-tax market rate of return.

It should be noted, that in our discounted cash flow analysis, we utilized
a real estate model developed by The Realtech Group. Results were generated by
the model based on our market, economic, leasing and other real estate
assumptions. Our assumptions as well as tenant lease data current through
November 30, 1994 were entered into the model by the above mentioned firm. We
have verified a representative sampling of the individual tenant cash flows and
believe that all of the input is correct.

The Rockefeller Center complex is measured on the basis of the 1968 Real
Estate Board of New York Standard, with loss factors in the order of 10% to 13%.
A remeasurement of the complex in

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accordance with current industry norms was completed in 1992. Current
measurement standards typically provide for a 25% add-on to usable area and a
20% loss factor. While the exact increase in measured area varies by building,
in general, we have been advised by Management that the remeasurement has
increased the expression of overall rentable area at the Center by approximately
19%.

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

Since our appraisal as of December 31, 1993, the on-going capital
improvement program has continued with over $307.8 million spent to-date. The
Global Control Center, which centralizes the control and maintenance of all
mechanical systems including elevators, is unique in New York City to
Rockefeller Center. The continued restoration and renovation work being done
throughout the complex is of the highest quality. The owners are maintaining
Rockefeller Center as a "trophy" property.

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

As a result of Management's strong commitment to the property, as well as
its premier Midtown location, office space at Rockefeller Center continues to
rival Manhattan's newer commercial developments. This is evidenced by the
Center's current occupancy rate which is approximately 90%. In contrast, recent
surveys indicate that the overall vacancy rate for prime Midtown office
buildings as a whole is approximately 13.5% as of January 1, 1995.

In 1994 Rockefeller Center had leases expiring which account for almost
2.9 million square feet of space. Negotiations for renewal have been conducted
with many of these tenants, particularly the largest ones. To-date, renewals
have been or are close to being concluded with tenants comprising over 2.2
million square feet.

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addition, NBC has a call upon some 387,000 square feet of contiguous space. The
option on 109,000 square feet of this space has already been exercised, and we
assume the option on the balance of the space will be exercised. NBC also has
another option for 523,000 square feet of contiguous space but because of
possession problems and conflicting options held by other tenants, we do not
assume this second option will be exercised. In effect, the NBC agreement
virtually assures that this prestigious and financially sound corporation will
remain as an "anchor" in the Rockefeller Center complex.

NBC has also opened its new 9,353 square foot state-of-the-art broadcast
studio in 10 Rockefeller Plaza at the corner of 49th Street. Completion of the
new "windows on the world" studio, in which the Today Show and NOW are filmed,
occurred this summer and has thus far generated more than anticipated pedestrian
traffic for Rockefeller Center. This extraordinary landmark production facility
has its windows literally open to the streets of New York. At a cost of $13
million to NBC (with an additional $1.1 million in landlord's contribution),
this further indicates NBC's commitment to Rockefeller Center.

In light of the aforementioned, we are of the opinion that the fair market
value of Rockefeller Center as of December 31, 1994, is:

ONE BILLION TWO HUNDRED AND FIFTY MILLION DOLLARS

($1,250,000,000)

which is equivalent to approximately +$202 per square foot, based on a
total rentable area of 6,189,547 square feet.

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

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

<PAGE>

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

As of the date of this report, Abram Barkan has completed the requirements
under the continuing education program of the Appraisal Institute. New York
State conducts a licensing program for qualified appraisers under the auspices
of the Department of State Division of Licensing Services. Sharon Locatell has
completed this licensing program and is a duly Certified General Appraiser
(#46000007350), as is Abram Barkan (#46000020763).

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

Respectfully submitted,

/s/ Abram Barkan, MAI

Abram Barkan, MAI
Chairman

/s/ Sharon Locatell

Sharon Locatell
Director

<PAGE>

PURPOSE OF THE APPRAISAL

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

PROPERTY RIGHTS APPRAISED

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

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

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

LEGAL DESCRIPTION

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

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

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

<PAGE>

PREVIOUS APPRAISAL

This appraisal represents an update of our full narrative appraisal of
Rockefeller Center as of December 31, 1993. The final value conclusion we
reported as of December 31, 1993 was $1,150,000,000. Rockefeller Center has
increased in value by approximately 8.7% from the last valuation date due
primarily to two factors. The first of which involves a dramatic decline in
Rockefeller Center's applicable real estate tax assessment, as well as a decline
in the 1994/95 Class IV real estate tax rate. The result of these factors has
lead to an 11% reduction in real estate taxes for the property. The second
reason for the increase in value is related to the property's success in
renewing or leasing approximately 500,000 square feet since our last appraisal
date.

<PAGE>

DEFINITION OF MARKET VALUE

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

"Market value is the most probable price which a specified interest in
real property is likely to bring under all of the following conditions:

1. Consummation of a sale as of a specified date.

2. Open and competitive market for the property interest appraised.

3. Buyer and seller each acting prudently and knowledgeably.

4. Price not affected by undue stimulus.

5. Buyer and seller typically motivated.

6. Both parties acting in what they consider their best interests.

7. Adequate marketing efforts made and a reasonable time allowed for
exposure in the open market.

8. Payment made in cash in U.S. dollars or in terms of financial
arrangements comparable thereto.

9. Price represents the normal consideration for the property sold,
unaffected by special or creative financing or sales concessions
granted by anyone associated with the sale."

<PAGE>

REGIONAL DEMOGRAPHICS

INTRODUCTION

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

NEW YORK CITY:

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

POPULATION:

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

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

<PAGE>

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

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

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

SOURCE: NYS Dept. of Commerce

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

NEW YORK CITY
POPULATION PROJECTIONS 1990-2010

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

SOURCE: The New York City Transit Authority

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

<PAGE>

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

HOUSEHOLD INCOME:

New York City has long been characterized by disproportionately large
groups at the lowest and highest ends of the income spectrum. Although this
economic pattern continues, the City's 12-year economic expansion saw an
increase in the number of households earning between $25,000 and $75,000 per
annum. Minorities' access to middle-class employment opportunities appeared to
have decidedly improved. However, since the recession began in late 1989, many
of these people have lost their jobs. According to the Port Authority of New
York and New Jersey, there have been job losses totalling 660,000 or 8% of the
New York Metropolitan area's work force during the past three years from 1990
through 1992. However, job growth has occurred in 1994, with 21,900 jobs added
through October, 1994.

As of June, 1994, New York City's average wage was $41,330 which is much
higher than the regional wage of only $36,673. The premium in City wages is
largely the result of the high concentration of such high-value industries as
financial and business services. For instance, the average wage on Wall Street
was $130,000 in 1993, while that in banking averaged $60,000. Business services
like accounting and management had average wages of $54,000.

OVERALL EMPLOYMENT TRENDS AND ECONOMIC CONDITIONS

The Regional Commissioner of the Bureau of Labor Statistics indicated that
the region's job declines surpassed three-quarters of a million since the
February, 1989 employment peak, wiping out nearly 70 percent of the growth
during the 1980's. Further, the New York metropolitan region lost 101,000 jobs
in the first six months of 1992. The pace of loss for this period is less than
the 233,000 job decline in the first half of 1991, the most severe half-year
loss in the current recession. Job loss slowed even more in 1993, and the
region has gained jobs in 1994.

<PAGE>

According to the US Department of Labor, overall job gains for the period
June, 1993 through June, 1994 totalled 21,900, a .58% increase. Reduced
government employment has held down the rate of recovery in New York City's
total jobs; private job growth advanced 0.9 percent, led by an expanding
services sector and a 7% gain in securities employment. Job gains are expected
to continue through 1995, albeit at a slow and steady pace.

Although, a major redesign of the unemployment survey reduced the
comparability of 1994 to past unemployment rates, some trends are noticeable.
Clearly, the economy has begun to improve, with job losses declining both
regionally and nationally, as indicated in the following chart. However,
unemployment in New York City remains significantly above the national average.
Unemployment for the New York region, as it compares to the Country as a whole,
is detailed in the following chart.

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

PERCENTAGE OF THE LABOR FORCE UNEMPLOYED

1991 1992 1993 6/1994
---- ---- ---- ------
<S> <C> <C> <C> <C>
NEW YORK CITY 8.6% 10.8% 10.5% 8.5%

NY/NJ METRO REGION 7.2% 8.5% 7.6% N/A

NORTHERN NEW JERSEY 6.6% 8.4% 7.1% 7.5%

UNITED STATES 6.7% 7.4% 6.4% 6.0%

</TABLE>

Source: Bureau of Labor Statistics

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

Unemployment rates in New York City have finally begun to ease, falling
from 10.8% in January, 1994 to 8.5% as of June, 1994.

Seldom has a region of America undergone such a profound economic
transformation as the New York region. In one generation, the region's economy
has moved from one fueled by factory production to one dominated by banking and
finance, law and accounting, publishing and

<PAGE>

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

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

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

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

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

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

PERCENTAGE CHANGE BETWEEN 1988 AND 1993

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

8
<PAGE>

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

Job losses in New York City during 1993 were expected to total 67,000,
making the fourth straight year of job losses. The Port Authority has projected
that the region would continue to fare worse than the Nation as a whole, as it
has for the past five years. At least 90% of the job losses in the United
States have occurred in the Northeastern states and in California. The agency's
projection of job losses this year would amount to slightly less than 1% of the
region's total 6.97 million jobs. After three years of shrinkage, the job base
has already declined by more than 660,000 or 8%, from a peak of 7.62 million
workers in 1989.

In New York City, employment losses were most severe in 1991, when 180,700
jobs were lost, compared with a loss of 58,700 jobs in 1992 and a loss of 68,000
jobs in the first 9 months of 1993. The Port Authority's chief economist said
that we were in a slow and uneven recovery that has translated into job growth
in 1994. This slow growth is predicted to continue into 1995.

Private sector wages in the region (inclusive of Northern NJ/NYC & NY
suburbs) totalled $209.9 billion in 1993, an increase of 1.7% from 1992 in
nominal terms. Regional wages gained 7.0 percent in 1992 as most year-end
bonuses were received in 1992 in advance of the Federal Tax increase. This had
the effect of deflating 1993 wage gains somewhat. Wage trends by geographic
sector in 1993 were aligned closely with the job growth that took place in the
region. Gains were led by Northern New Jersey, with a 2.2% increase, followed
by wages growth of 1.5% in New York City. Total wages lagged in the New York
Suburbs, reflecting the cutbacks in the better paying defense and computer
sectors.

Regional wages averaged $36,673, led by New York City with an average wage
of $41,330. The premium in City wages is largely the result of the high
concentration of such high-value industries as financial and business services.
For instance, the average wage on Wall Street was $130,000 in 1993, while that
in banking averaged $60,000. Business services like accounting and management
had average wages of $54,000.

<PAGE>

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

NEW YORK CITY EMPLOYMENT BY INDUSTRY
<TABLE>
<CAPTION>

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

Total Nonagricultural
Employment 3,553,100 3,372,400 3,313,700 3,245,700
</TABLE>

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

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

JOB LOSSES SINCE 1989
NEW YORK CITY EMPLOYMENT BY INDUSTRY

NUMBER OF JOBS LOST PERCENTAGE OF JOBS
SINCE YR-END 1989 LOST SINCE YR-END 1989

------------------- ----------------------
<S> <C> <C>
Trade 95,300 15.1%
F.I.R.E. 60,900 11.5%
Manufacturing 67,200 18.7%
Health Services +39,700 +16.0%
Business Services 59,200 22.3%
Eat/Drinking Places 17,900 13.5%
Government 36,800 6.1%
Total Nonagricultural
Employment 297,600 10.75%
</TABLE>

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

<PAGE>

The revival of the securities industry in 1991 and 1992, was a precursor
to the recovery of the general services market and the larger local economy. It
was expected that continued growth in financial industry profits and employment
would eventually spill-over to other sectors of the economy. However, the
securities industry has witnessed a slowdown over the past several months.

CRAINS NEW YORK BUSINESS had estimated that New York City would gain
20,000 jobs in 1994, which would have represented the first annual gain since
1988. This prediction was realized as of June, 1994 with New York City gaining
21,900 jobs. The local economy was aided by low inflation, wage gains, and
increasing corporate profits. But the recovery has been and is predicted to
continue to be slow and erratic. Most economists expect New York City to gain
back approximately 100,000 jobs over the next four years. While this is a
significant improvement over the job losses which have occurred every year since
1989, it still reflects a gain of less than one-third of the 375,000 jobs which
were lost in New York City since the recession began.

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

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

However, the beginnings of the economic recovery discussed previously,
have ushered in a similar turnaround in commercial real estate, although it has
also been and will continue to be slow. The year 1994 will be remembered as the
year traditional investors and lenders re-entered the marketplace with many
dollars chasing investor-grade properties. A continuation of this recovery is
predicted to extend into 1995. However, the recovery is being tempered by
continued cutbacks in employment and business consolidations are expected to be
permanent with businesses learning to operate in a leaner and more economical
fashion. Thus far, the lack of new construction over the past few years has
helped the rebound in occupancy rates by focusing demand on the current
available supply.

<PAGE>

Real estate began its recovery over the past year. In past cycles, a five
year period elapsed before the market turned around and at least three years
passed before it started to begin to show positive signs. Job cuts,
consolidations and the large amount of new supply during this cycle should
provide to lengthen the amount of time needed to begin a market rebound. This
year has revealed that the recovery is on line with historical timing, but it
will be a slow and steady process. Vacancy rates are still historically quite
high in many of the City's submarkets, particularly Downtown. While, vacancy
rates in Midtown Manhattan have declined to 13.5% with some markets such as the
Rockefeller Center/Sixth Avenue corridor and the Park Avenue corridor reaching
equilibrium at approximately 8-10%, negative absorption of office space
continues in Downtown Manhattan. Job losses are still occurring due to business
consolidations, failures, and mergers.

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

The office of the New York State Comptroller released a report in
November, 1993 stating that New York City was beginning a slow recovery after a
4-year recession that cut far deeper here than elsewhere in the nation. Many of
the City's economists and business leaders agree that the downward economic
drift has hit bottom, and recovery was expected to accelerate
in 1994. This prediction was by and large correct. The City's rate of
inflation averaged 2.1% during 1994, which was less than to the national rate of
3.0%. Thus, the inflation premium of doing business in the City , which has
discouraged business expansion for decades, has been eliminated. Expectations
in 1995 are for a continued recovery with declining vacancy rates and continued
investor sales.

<PAGE>

MIDTOWN MANHATTAN OFFICE MARKET ANALYSIS

GENERAL OVERVIEW

New York City's real estate market, which began recovery in 1993,
continued to increase the trend through 1994. Most investors and market
participants are unanimous in their belief that, overall, 1994 was a good year,
and Manhattan is finally in a recovery phase. This year will be remembered as
the year both traditional investors and financing vehicles re-entered the
marketplace. Several more sales have taken place (see sales comparable approach
section) in 1994 since our appraisal dated December 31, 1993, and at least three
sales involve investment grade properties with transaction prices above $220 per
square foot.

The Edward S. Gordon Company reported via their January, 1995 MIDTOWN
OFFICE MARKET REVIEW, that Midtown Manhattan experienced a year-over-year as of
December 31, 1994 net absorption of 3.2 million square feet. This is a 23%
increase over 1993's total absorption of 2.6 million square feet, and represents
the third straight year of increasing net absorption for Midtown. Since 1992, a
total of 8 million square feet has been absorbed, bringing the availability to
less than 26 million square feet. Overall vacancies for Midtown Manhattan as of
year-end 1994 stood at 13.5% versus 1993's year-end figure of 15.2%. This is
the lowest vacancy rate since the first quarter of 1989.

Market demands for 1994 continued to offer benefit to building upgrades,
but also witnessed the re-entering of traditional investors and financing
vehicles. During 1993, most of the city's leasing represented tenants seeking
upgrades in their space at attractive economics, while 1994 witnessed many deals
which involved expansion space. The benefits to landlords of improving
properties are real. Some recently renovated office properties inclusive of
Rockefeller Center are 277 Park Avenue, 666 Fifth Avenue, 600 Third Avenue, 1251
Avenue of the Americas, 1211 Avenue of the Americas, 660 Madison Avenue and the
Crown Building. Significant improvement in occupancy levels continue to follow
major rehabilitative efforts in 1994.

As of December 31, 1994, Midtown Manhattan had experienced total leasing
activity of 16.227 million square feet of office space, which represents a gain
of 13% from 1993 and the highest total since 1989.

<PAGE>

Considering the dearth of new construction and the improved leasing
activity, as well as the general improvement in both the local and national
economies, the office market is expected to continue its slow but healthy
recovery and growth as the decade moves forward. The Korpacz Real Estate
Investor Survey (2nd qtr 1994) reported a majority of survey participants
indicated that they believe that now is the time to buy real estate with
institutional investors planning on increasing their real estate holdings by 40%
over the next three years. Investors are reportedly reasonably confident that
national and regional economies can support the real estate revival. The
Korpacz survey also states that there is reportedly "a tremendous amount of
money chasing real estate investments, and deals are being made", with a
resulting downward pressure on cap rates.

SUPPLY

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

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

--------------------------------------------
HISTORICAL VACANCY RATES
MIDTOWN MANHATTAN

<TABLE>
<CAPTION>
<S> <C>
1978 4.5%
1979 2.0%
1980 2.7%
1981 4.1%
1982 5.0%
1983 6.2%
1984 6.0%
1985 7.3%

<PAGE>

1986 8.5%
1987 8.6%
1988 9.8%
1/89 13.3%
6/89 14.2%
12/89 14.8%
6/90 15.1%
12/90 16.1%
6/91 17.3%
12/91 18.0%
5/92 17.9%
8/92 17.2%
12/92 16.8%
1/95 13.5%**
</TABLE>

Real Estate Board of New York (1978-12/92)
** SOURCE FOR 1/95: ES GORDON

According to ES Gordon, Midtown Manhattan has an inventory of 191.5
million square feet of office space. Of this total, approximately 70% of the
total space is located in Class A buildings and 30% is in Class B buildings.
The largest three districts have the following totals: 31.4 million square feet
are in the Grand Central District, 33.5 million square feet are in the
Penn/Convention Center District, and 38.1 million square feet are in the
Sixth/Rock Center District. Availability and vacancy as of January 1, 1995 for
all districts is reported as follows:

1/1/95 MANHATTAN OFFICE MARKET AVAILABILITY AND VACANCIES

4TH QTR\1994 SQUARE FEET
AREA VACANCY AVAILABLE
<S> <C> <C>
East Side 8.8% 1.4 million
Park Avenue 8.2 2.1 million
Upper Fifth Avenue 18.0 3.8 million
SIXTH/ROCK 10.9 4.1 million
West Side 11.7 2.1 million
Grand Central 20.6 7.0 million
Penn/Convention 13.4 4.5 million
Murray Hill 14.1 0.8 million
---- ------------
TOTAL: 13.5% 25.8 million
</TABLE>

Source: Edward S. Gordon, Midtown Office Market Review

<PAGE>

The subject property's specific submarket is identified as the Sixth
Ave/Rock Center District. Note that the Sixth Ave/Rock Center District had the
third lowest vacancy rate at 10.9% as of the January 1, 1995. The district's
current vacancy rate of 10.9% represents an increase as compared to second
quarter 1994 when it stood at 8.6%. The district experienced a slight negative
absorption as it put +780,000 square feet back on the market. The submarket
experienced 340,000 square feet of leasing during the quarter but the overall
absorption was a negative 440,000 square feet. The returned space is located in
two Sixth Avenue buildings, 1251 and 1290 Avenue of the Americas. Kidder
Peabody's sublease of 380,000 square feet at 1251 is available, as is 400,000
square feet in 1290 due to the relocation of Menswear Manufacturers to 1350
Avenue of the Americas and the consolidation of Deutsche Bank at 31 West 52nd
Street.

Despite the jump in available supply last month, the Sixth Avenue\Rock
Center submarket continues to be one of the strongest segments within Midtown,
with total leasing activity for the year at 3.459 million square feet. With no
new construction planned, the supply is stagnant with additions limited to
tenants giving up excess space, and migration out of the City. Although the
rate of absorption in 1994 is not predicted to be sustainable over the short
term, positive absorption should continue during the next few years ultimately
leading to new construction.

DEMAND

With very little new construction projected to enter the market in the
next few years, the vacancy rate is expected to decline. Additionally, the
economic recovery which is currently taking place should serve to increase
future demand. Leasing activity is strong and running significantly above
1993's activity, and as opposed to most recent years, the majority of the
activity involved large space users with some leases involving expansion space.
During 1994, the 52 largest lease deals involved spaces greater than 100,000
square feet. The rush to make large deals was in-part driven by the perception
that few large spaces remain available.

<PAGE>

Listed below are some of the major leases signed for space located within
Midtown:

Tenant Building Space sf
------ -------- --------
<S> <C> <C>
Donaldson, Lufkin & 277 Park Avenue 767,000
Jenrette
Alliance Capital 1345 Avenue of the Americas 500,000
(expansion space)
Viacom 1633 Broadway 500,000
Sumitomo Bank 277 Park Avenue 170,000
SG Warburg 277 Park Avenue 161,000
Bear Sterns & Company 575 Lexington Avenue 142,400
Anderson, Kill Olink 1251 Avenue of the Americas 131,000
News Corporation 1211 Avenue of the Americas 120,000
Oxford Health Plans 1133 Avenue of the Americas 114,000
General Media 277 Park Avenue 84,000
Daiwa Bank 666 Fifth Avenue 70,894
</TABLE>

Leasing activity has been strong at a total of 16.227 million square feet,
with positive net absorption for the entire city at +3.2 million square feet.
It should also be noted that, as opposed to 1993, expansion space deals were
consummated rather than pure renewals or bottom-fishing. However, companies
have continued to add space to the market, albeit at a much reduced pace and
amount.

New York's growth market appears to have extended this year from reliance
on foreign businesses. For the past few years the growth market in New York
City was driven primarily by foreign banks. The City is home to 298 foreign
banks. This surpasses London as the world's leading international banking
center. There are more international banks in New York than in Los Angeles,
Chicago, San Francisco, Houston, and Miami combined. Besides banks, more than
1,800 companies from 63 countries have established offices in New York and its
suburbs. This year leasing activity was driven by a range of users both
domestic and foreign. Law firms, accounting firms, communications,
entertainment and tourism continue to bolster the economy and drive demand for
office space. The communications industry has been particularly active this
year and predictions are that they will continue to be a driving force in the
real estate market. Viacom has leased 500,000 square feet in 1633 Broadway
after expanding in its headquarters building at 1515 Broadway.

<PAGE>

In regard to continued demand, the big question is the depth of the
apparent recovery. Leasing activity has dramatically increased with tenants'
pent-up demand for space finally exploding during 1994. Most real estate
professionals feel that 1994's pace is not sustainable over the near term. The
growth of the general economy which is predicted to remain slow, albeit steady,
will most likely set the pace for the real estate recovery. This translates
into a continuation of positive net absorption, but at a slower pace than 1994.

RENTAL RATES

Midtown Manhattan's decreasing supply of space caused rental rates to
increase during 1994. This year represented stabilization and growth in rental
rates in Midtown Manhattan considering that rental rates declined $3.09 per
square foot in 1992 and $1.21 per square foot in 1993. The 1994 increases
accelerated as the year wore on and as of January 1, 1995, the overall asking
rental rate in Midtown Manhattan averaged $32.23, a $.77 average increase during
the second half of 1994, which is more than double the rate of increase during
the first six months of 1994. Overall, asking rents increased 3.5% from January
1, 1994 through January 1, 1995.

AVERAGE ASKING RENTS
MIDTOWN MANHATTAN
AS OF JANUARY 1, 1995

NUMBER OF TOTAL AVAILABLE
SUBMARKET BUILDINGS SQUARE FEET SQUARE FEET ASKING RENT
<S> <C> <C> <C> <C>
West Side 32 18.2 Million 2.1 Million $25.20
SIXTH AVE/
ROCK CENTER 44 38.1 MILLION 4.1 MILLION $37.90
Fifth Ave/Madison 50 20.7 Million 3.8 Million $41.70
Park Avenue 35 25.4 Million 2.1 Million $43.00
East Side 33 15.7 Million 1.4 Million $32.20
Grand Central 78 34.1 Million 7.0 Million $29.80
Murray Hill 14 5.8 Million .8 Million $23.70
Penn/Garment 67 33.5 Million 4.5 Million $22.80

TOTAL: 353 191.5 Million 25.8 Million $32.20
</TABLE>

<PAGE>

According to ES Gordon's January 1, 1995 MIDTOWN MANHATTAN OFFICE MARKET
REVIEW, the average asking rent within the subject's submarket, identified as
the Sixth Ave/Rock Center area, was $37.90 for primary buildings. This
represents an increase of 8.29% over the past year from January 1, 1994.

Leasing activity within the subject's market area has been brisk
throughout the year with numerous deals, both large and small, consummated for
space within the Sixth Ave\Rock Center Corridor. In fact the general consensus
among real estate professionals and tenants alike is that Sixth Avenue or Avenue
of the Americas has undergone a major transformation in image and is approaching
Park Avenue as a preferred corporate address. This transformation is due to the
availability of recently renovated, classic modern office towers possessing
large floor plates. The renovation of Bryant Park into a desirable area which
offers concessions, concerts and movies, as well as Rockefeller Center's
continued upgrading of its retail tenancy has also helped the Avenue in
attaining its new image.

The transformation of the Avenue of the Americas can be quantified by its
actual leasing activity. According to an article published in Crain's on
October 17, 1994, leasing activity on the Avenue increased 60% in the first
eight months of 1994 compared with 1993. According to a report by Julien J.
Studley, leasing activity in the area from 42nd Street to 59th Street between
Fifth Avenue and Seventh Avenue increased a tremendous 81.9% for the first eight
months of 1994 compared with 1993. It is also important to note that the
leasing activity has, by and large, been driven by large space users of more
than 75,000 square feet.

The largest single lease of 1994 for space along the Avenue of the
Americas, involved the mutual fund firm Alliance Capital Management for space
within 1345 Avenue of the Americas. Alliance has been a tenant in the building
since 1986 and this lease therefore represents expansion space for them. They
signed a lease in September for approximately 500,000 square feet in the former
Burlington House which is to be renamed the Alliance Capital Building. The deal
includes 250,000 square feet that Mastercard International, Inc. had committed
to before announcing plans to relocate to Westchester County. The lease
reportedly involved a flat gross rent of $41 per square foot for a 20 year term.
No tenant work was included, however free rent totalling 8 months and inclusive
of construction time was offered. The resulting average net effective rent
approximates $38.22 per square foot.

<PAGE>

We were also advised of another deal consummated for space within 1345
Avenue of the Americas for a term of 20 years. The starting gross rent is
$32.69 per square foot with $4 steps every 5 years. The space was leased "as
is" with 20 months of free rent included. The average net effective rent is
$33.14 per square foot. Another deal currently under negotiation for space
within 1345 Avenue of the Americas involves the United Bank of Switzerland
(UBS).

The 2.2 million square foot building formerly known as the Exxon building
and identified as 1251 Avenue of the Americas has also signed several leases
this year since its $60 million renovation. The demise of Shea & Gould placed
200,000 square feet of space on the market, and resulted in competition for the
space. The law firm of Anderson Kill Olick & Oshinsky leased a total of
131,000 square feet of the space. They reportedly are paying a starting gross
rent of $38 per square foot for years 1-5, increasing to $43 per square foot for
years 6-10 and $45 per square foot for years 11-15. Concessions consisted of a
$40 per square foot work letter and 15 months of free rent which translates into
an average effective rent of $31.75 per square foot. We have also been advised
that the law firm of Kirkpatrick & Lockhart leased approximately 43,000 square
feet of the remaining vacant space for a rent in the $44 per square foot range
with a work letter of $40 per square foot for unfinished space and approximately
11 months of free rent. Crains also reported that as of October, 1994, the
building's vacancy stood at less than 1%.

Another building along Avenue of the Americas which has experienced heavy
leasing activity over the past year is 1211 Avenue of the Americas. Ownership
of this building began an aggressive leasing program in 1990 inclusive of lobby
renovation and reduction in asking rental rates, as it recognized that many of
its leases rolled-over in 1994. The results for this property are that it is
currently 99% occupied. Leases signed during 1994 include the Bank Indosuez,
West Duetsche Bank, and additional space for existing tenants such as the News
Corporation and Chase Manhattan Bank.

The News Corporation signed its original lease in late 1992 for
approximately 140,000 square feet. The lease involved a 16 year term, with a
base gross rent starting in the $30 per square foot range, and concessions
inclusive of tenant work and free rent equal to two year's rent. The effective
net rent translates to approximately $24 per square foot. The News Corporation
also signed a lease for an additional 120,000 square feet in 1994. The terms of
this lease are indicative of the increase in achievable gross and effective
rental levels within the Avenue of the America corridor. The lease included a
starting base rent in the low to mid $30's and concessions equal to one year's
rent. The effective net rent for this expansion space translates into
approximately $31 per square foot which represents nearly a 30% increase over
the original lease's effective rent.

<PAGE>

The leases discussed above as well as leases we uncovered for space along
both Fifth and Madison Avenues are summarized as follows:

Tenant: Anderson Kill Olick & Oshinsky
Building: Former Exxon Building
Address: 1251 Avenue of the Americas
Area: 131,000 square feet
Term: long term
Rent: Yrs 1-5 $38/sf; Yrs 6-10 $43/sf; Yrs 11-15 $45/sf
Free Rent: 15 months
Workletter: $40.00 per square foot
Date Signed: 1994

Tenant: Confidential
Building: Former Exxon Building
Address: 1251 Avenue of the Americas
Area: n/a
Term: long term
Rent: starts $44 psf
Free Rent: 11 months
Workletter: $40.00 per square foot
Date Signed: 1994

Tenant: Alliance Capital Management
Building: Alliance Capital Building- formerly the Burlington House
Address: 1345 Avenue of the Americas
Area: 500,000 square feet
Term: 20 years
Rent: Yrs. 1-20 $41 psf flat
Free Rent: 8 months
Workletter: none
Date Signed: 1994

Tenant: Confidential
Building: Alliance Capital Management Building
Address: 1345 Ave. of the Americas
Area: n/a
Term: 20 years
Rent: Yrs. 1-5 $32.69 psf; Yrs 6-10 $36.69 psf: Yrs 11-15
$38.69Yrs. 16-20 $42.69 psf
Free Rent: 20 months
Workletter: none
Date Signed: under contract

<PAGE>

Tenant: The Daiwa Bank
Building: 666 Fifth Avenue
Area: 70,894 square feet
Term: 15 years
Rent: Yrs 1-5 $33.00 psf; Yrs 6-10 $35 psf; Yrs. 11-15 $38 psf
Free Rent: 38 days
Workletter: takeover of existing lease at Rockefeller Center
Date Signed: 2nd Qtr 94

Tenant: The News Corporation
Building: 1211 Avenue of the Americas
Area: +140,000 square feet
Term: 16 years
Rent: starting in the $28-$30 psf range
Concessions: 2 year's rent
Date Signed: late 1992

Tenant: The News Corporation
Building: 1211 Avenue of the Americas
Area: 120,000 square feet
Term: 16 years-coterminous with above lease
Rent: starting in the low to mid $30's
Concessions: 1 year's rent
Date Signed: late 1994

Tenant: BHF Bank
Building: 590 Madison Avenue
Area: 98,888 square feet
Term: 15 years
Rent: Avg. rent +$50/sf
Free Rent: 12 months
Workletter: $50/sf
Date Signed: 4th Qtr 94

These leases reveal that current starting gross base rents range from
$28 to $44 per square foot for space within Rockefeller Center's submarket.
Tenant concessions varying widely but generally result in a cost of
approximately 16-21% of starting face rent. These lease deals substantiate the
rental levels and concession packages currently being attained and offered at
Rockefeller Center.

<PAGE>

During 1994, Rockefeller Center's office leasing program has been
attaining net effective rents ranging from $24/square foot to $49/square foot
depending on size of space, term, location, etc. However, it is important to
note that the net effective rents for the 2nd & 3rd quarters of 1994 increased
to average $31-$36/square foot versus the 1st quarter of 1994 when the average
net effective levels ranged from $29-$31/square foot. For all leases signed
within Rockefeller Center during all of 1994, the average net effective rental
rate for new and renewal tenants was $31.34 and $30.58 per square foot,
respectively. The concession packages inclusive of tenant work, free rent, and
leasing commissions equalled an average of 23% and 24%, respectively. This
falls in line with the comparables discussed above as they have not been
adjusted for leasing commission costs. Once this adjustment is applied, their
concession package cost will increase an average of approximately +2-4%.
Listed below are some of Rockefeller Center's 1994 lease deals:

<PAGE>
EXHIBIT III
1994 OFFICE LEASING ACTIVITY

<TABLE>
<CAPTION>
New (N)/ Step-Ups
Building Lease Renewal (R) Area(1) Term Rent --------------- CPI
Number Name Date Tenant Floor (sq.ft.) (Yrs) (sq.ft.) Year PSF Escalation Comments
- -------- ---- ----- ----------- ----- -------- ----- -------- ------ ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 30 Rockefeller 3/94 R 57-63 172,609 17.5 $50.63 1.0-4.5 $46.95 -- 19 months free rent;
Plaza (General 4.5-8.5 $50.61 $75.76/sq.ft.
Electric) 8.5-12.5 $54.27 workletter.
12.5-17.5 $56.71

3/94 R 9-11 66,609 18 $36.16 -- -- -- 9 months free rent;
avg. $46/sq.ft.
workletter.

3/94 R 44 PT 45 39,417 20 $39.58 1-5 $36.10 -- 6 months free rent;
6-10 $39.62 $52.83/sq.ft.
11-15 $43.14 workletter.
16-20 $46.66

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

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

12/94 N 42 1,377 5 $45.29 -- -- -- 1 months free rent;
avg. $ workletter.

2 610 Fifth Avenue 10/94 N 6 4,031 10 $42.81 -- -- -- 11 months free rent;
(La Maison avg. no workletter.
Francaise)

7/94 N 7 4,152 5.2 $49.32 -- -- -- no free rent; no
avg. workletter.

9/94 R 2 14,199 12 $45.09 -- -- -- 11 months free rent;
avg. $49.07/sq.ft.
workletter.

24
<PAGE>
<CAPTION>
EXHIBIT III (cont.)
1994 OFFICE LEASING ACTIVITY

New (N)/ Step-Ups
Building Lease Renewal (R) Area(1) Term Rent --------------- CPI
Number Name Date Tenant Floor (sq.ft.) (Yrs) (sq.ft.) Year PSF Escalation Comments
- -------- ---- ----- ----------- ----- -------- ----- -------- ------ ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

5 One Rockefeller 3/94 R 8 15,353 15 $41.36 1-5 $37.29 -- 12 months free rent;
Plaza 6-10 $40.90 $72.18/sq.ft.
11-15 $45.71 workletter.
16-20 $49.32

7/94 R 26 13,284 12 $46.00 -- -- -- 8 months free rent;
avg. $72/sq.ft.
workletter.

3/94 R 4 16,701 12 $37.90 1-5 $35.13 -- 19 months free rent;
6-12 $41.19 $48.46 sq.ft.
workletter.

2/94 N 25 14,136 10 $39.09 1-5 $38.77 -- 17 months free rent;
6-10 $42.00 $5.31 sq.ft.
workletter.

1/94 R 11 13,157 15 $34.00 6 $38.00 -- 5.8 months free rent;
11 $43.00 $37.50/sq.ft.
workletter.

9/94 R 12 6,709 15 $41.46 -- -- -- 5 months free rent;
avg. $42/sq.ft.
workletter.

9/94 N 27 4,249 15 $50.54 -- -- -- 13 months free rent;
avg. $55/sq.ft.
workletter.

7 50 Rockefeller 10/94 R 3-10 138,276 10 $34.92 -- -- -- 4.5 months free rent;
Plaza $30.54/sq.ft.
(Associated workletter.
Press)

7/94 N 2 22,737 12 $44.39 -- -- -- 12 months free rent;
avg. $58.61/sq.ft.
workletter.

25
<PAGE>
<CAPTION>
EXHIBIT III (cont.)
1994 OFFICE LEASING ACTIVITY

6 630 Fifth Avenue 6/94 R 36 21,005 10 $31.36 -- -- -- no free rent; no
(International) workletter.

3/94 R pt.8-11 66,609 18 $36.16 -- -- -- 9 months free rent;
$47.34/sq.ft.
workletter.

2/94 R 28 21,952 10 $32.47 -- -- -- no free rent; rent
workletter.

2/94 N 20 21,093 17 $41.40 1-5 $38.77 -- 12 months free rent;
6-11 $42.29 $70.48/sq.ft.
12-17 $45.81 workletter.

11/94 R 27 12,608 1.3 $39.82 -- -- -- 2 months free rent;
no workletter.

3/94 N 26 8,578 12 $47.09 -- -- -- 28 months free rent;
avg. $39.33/sq.ft.
workletter.

6 630 Fifth Avenue 8/94 N 30 4,810 5 $35.50 -- -- -- no free rent; no
(International) avg. workletter.

10/94 R 32 6,348 5 $41.99 -- -- -- 6 months free rent;
avg. no workletter.

9/94 N 8 3,428 10 $35.87 -- -- -- no free rent; no
workletter.

26
<PAGE>
<CAPTION>
EXHIBIT III (cont.)
1994 OFFICE LEASING ACTIVITY

10 1270 Avenue of 6/94 N 20 12,811 5.2 $33.65 1-3 $31.94 -- 2 months free rent;
the Americas 4-5 $36.85 $11.06/sq.ft.
workletter.

8/94 N 17 6,422 12 $47.51 -- -- -- 6 months free rent;
avg. $53/sq.ft.
workletter.

10/94 R 30-31 12,776 15 $48.89 -- -- -- 10 months free rent;
avg. $48.43/sq.ft.
workletter.

10/94 R pt.19 2,458 10 $44.18 -- -- -- 6 months free rent;
avg. $47.40/sq.ft.
workletter.

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

17 600 Fifth Avenue 1194 N 11 4,975 5 $39.80 -- -- -- 2 months free rent;
avg. no workletter.

<FN>

(1) All space reported on the basis of the 1968 REBNY measurement standards.
</TABLE>

27
<PAGE>

New York City's real estate markets need to be analyzed on a site-specific
basis given the vagaries of the overall market. It is therefore our opinion
that if one analyzes the Sixth Ave/Rock Center District, it becomes clear that
it is one of the City's healthiest markets in terms of vacancies and rental
levels.

As the above-listed chart reveals, in general, leases signed during 1994
represent increased base rental levels and decreased concession packages. The
ability of Rockefeller Center to achieve this, in light of leasing approximately
2.2 million square feet of the 2.9 million square feet of space which expired
during 1994 to either existing or new tenants, reveals the success of the
leasing program in-place.

Based upon the area's leasing experience, available comparable space,
conversations with brokers active in the area and our own knowledge of the
area's market, it is our opinion that the building's currently vacant space can
command initial base rents which range from $37.50 to $45.00 per square foot
gross. We would assume that 5 year leases remain flat and that ten year leases
provide for a 10% step in the sixth year of the lease.

CONCESSIONS:

We have analyzed the concessions offered to both renewal and new tenants
comprising approximately 1.3 million square feet leased during 1993 and 1994.
The tenant/landlord work and free rent offered to various tenants are as
follows:

28
<PAGE>

DOUGLAS ELLIMAN APPRAISAL AND CONSULTING DIVISION

LEASE CONCESSIONS (1993-1994)

TENANT SPACE (SF) LL WORK PER SF TEN. WORK PER SF FREE RE
- ------ ---------- ------- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>

RCBC 21,093 $123,890 $6 $1,362,790 $65 14.0
THE RENCO GROUP 8,893 $21,342 $2 $533,550 $60 28.0
MEIJISEIMEI ASSET 8,578 $31,000 $4 $306,390 $36 12.0
50 ROCK PARTNERS 22,737 $0 $0 $1,332,650 $59 12.0
UMB BANK & TRUST 15,353 $0 $0 $1,108,200 $72 8.0
PROVINCE OF QUEBEC 13,284 $0 $0 $956,700 $72 19.0
MADDEN CORPORATIO 16,701 $809,240 $48 $0 $0 7.0
NTV INTERNATIONAL 10,118 $0 $0 $412,965 $41 2.0
HIRSCHFIELD,STERN 12,811 $0 $0 $141,642 $11 17.0
JOHN A LEVIN 14,136 $0 $0 $75,000 $5 22.0
PRUDENTIAL SECURITI 14,199 $0 $0 $696,720 $49 2.0
REPUBLIC OF BRAZIL 12,608 $0 $0 $0 $0 5.0
JAPAN NAT'L TOURIST 6,709 $8,000 $1 $290,520 $43 10.0
JACOB MEDINGER 12,776 $0 $0 $618,720 $48 6.0
GREEVEN&ERCKLENTZ 2,458 $0 $0 $116,520 $47 12.0
ORION CAPITAL CORP 9,842 $58,200 $6 $545,445 $55 11.0
FULTON,DUNCOMBE& 6,392 $0 $0 $225,850 $35 6.0
QUINNCANNON 4,125 $275,495 $67 $0 $0 12.0
THE TEAGLE FOUNDAT 2,778 $197,049 $71 $0 $0 10.0
THE RYLAND CO 4,589 $301,098 $66 $0 $0 12.0
GIOVANE LTD 4,025 $0 $0 $241,350 $60 10.0
WELLSPRING ASSOC 3,148 $0 $0 $176,700 $56 1.0
KIMCO OIL CO 3,388 $128,000 $38 $27,000 $8 8.5
THE MILBURN CORP 12,744 $0 $0 $250,624 $20 2.0
REPUBLIC OF BRAZIL 12,608 $0 $0 $0 $0 0.0
RADIO CITY MUSIC HAL 10,947 $60,500 $6 $0 $0 6.0
PUBLICKER INDUSTRIE 4,186 $0 $0 $280,000 $67 3.0
FABRIKANT & SONS 28,010 $0 $0 $1,809,730 $65 13.0

TOTALS/AVG.: 271,226 2,013,814 $7 9,699,336 $36 8.9

TENANTS LARGER THAN 30,000 SF
- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
CHADBOURNE & PARK 219,372 $2,787,550 $13 $19,474,593 $89 25.0
LAZARD FRERES 172,609 $3,526,000 $20 $13,077,360 $76 19.0
LAZARD FRERES 25,429 $357,771 $14 $1,923,437 $76 19.0
LAZARD FRERES 6,583 $41,000 $6 $382,700 $58 12.0
ASSOCIATED PRESS 138,276 $0 $0 $4,222,885 $31 4.5
USA NETWORKS 107,793 $491,427 $5 $15,660 $0 0.0
REBOUL, MACMURRAY 66,609 $427,274 $6 $3,153,440 $47 9.0
DONOVAN LEISURE 81,409 $220,000 $3 $1,932,291 $24 6.0
BANQUE BRUXELLES 31,316 $50,000 $2 $1,950,794 $62 0.0
BRUMBAUGH, GRAVES 39,417 $219,000 $6 $2,082,240 $53 6.0
CHRISTY & VIENER 38,793 $274,668 $7 $1,421,119 $37 20.0

TOTALS & AVG.: 927,606 8,394,690 $9 49,636,519 $54 11.0

1993 LEASES:
O'SULLIVAN, GRAEV 40,549 $335,247 $8 $1,461,750 $36 19.0
LIFE EXTENSION 34,077 $0 $0 $691,322 $20 20.0
GOV'T NETHERLANDS 13,337 $0 $0 $493,388 $37 5.8
MITSUBISHI HEAVY 9,951 $235,585 $24 $0 $0 5.8
HARRIS & HARRIS GRO 2,860 $154,215 $54 $0 $0 9.0
ROMAN STYLE 3,929 $25,000 $6 $106,020 $27 5.0
PECKS MGMT PARTNE 3,360 $0 $0 $201,200 $60 3.0

TOTALS & AVG.: 108,063 750,047 $7 2,953,680 $27 9.7

</TABLE>

29
<PAGE>

The chart above depicts that the average landlord/tenant work offered
during 1993 was $34 per square foot and free rent was 9.7 months. In 1994,
tenant work increased to average $43 per square foot and free rent decreased to
8.9 months in connection with leases signed for space less than 30,000 square
feet. For those spaces larger than 30,000 square feet, tenant work increased to
$63 per square foot and free rent increased to 11 months. The higher
concessions offered during 1994 are directly related to the large amount of
space turning over in that year and the size of the tenant spaces involved.

In connection with the 1994 turnover space, +2.2 million square feet of
the 2.9 million square feet has been renewed or leased to new tenants with the
current vacant space consisting primarily of units smaller than 25,000 square
feet. In light of this, as well as current concession packages offered in
comparable and competitive buildings, we have chosen to apply a tenant
installation cost of $45 per square foot and free rent ranging from 9-11 months
depending on unit size. We have assumed these concessions are in-place through
1996, and have thereafter decreased them to a work letter of $35 per square foot
and a free rent ranging from 4-10 months.

In regard to the one large block of vacant space located in the AP
Building and the two large contiguous spaces becoming available in 1995, we have
applied a tenant installation cost of $60 per square foot and free rent of 11
months in our analysis.

Considering the dearth of new construction and the improved leasing
activity, as well as the general improvement in both the local and national
economies, the office market is expected to continue its slow but healthy
recovery and growth as the decade moves forward. However, it should be noted
that the New York City economy is not improving at the rate of the National
economy, but has begun to improve very slightly as evidenced by the job gains in
1994. As a result, we expect Manhattan's office market to show a slight
improvement this year with steady growth thereafter. Large gains will most
likely not occur until the end of the decade, however we have conservatively
assumed steady growth throughout our projection period.

Real Estate Investor Survey (2nd qtr 1994) report a majority of survey
participants indicated that they believe that now is the time to buy real estate
with institutional investors planning on increasing their real estate holdings
by 40% over the next three years. Investors are reportedly reasonably confident
that national and regional economies can support the real estate revival. The
2nd quarter 1994 Peter F. Korpacz Real Estate Survey stated that there is
reportedly "a tremendous amount of money chasing real estate investments, and
deals are being made", with a resulting downward pressure on cap rates.

<PAGE>

In conclusion, the subject property is poised to benefit from the revived
economy as it positioned itself with its major capital improvement and
restoration program. The benefit of these programs coupled with the aggressive
leasing staff have resulted in increased net effective rents for Rockefeller
Center.

<PAGE>

MIDTOWN MANHATTAN RETAIL MARKET OVERVIEW

Retail leasing activity in Manhattan has increased sharply during the past
18 months confirming that Manhattan's retail market has recaptured its vitality.
During the past year and a half, major retailers have entered the New York
market, many stores have expanded, and there is activity in almost every prime
retail sector of the market. According to Garrick-Aug's mid-year 1994 RETAIL
SPACE REPORT, the number of available stores decreased by 7.5%, from 2,528
stores available at mid-1993 to 2,339 stores currently available as of mid-1994.
In addition, the available square footage dropped by 21%, to 5.123 million
square feet as of mid-1994 from 6.5 million square feet as of mid-1993. This
continues the absorption trend which totals almost 2.5 million square feet since
mid-1992.

Leasing activity and increasing rental rates began to recover in 1993 and
have continued at a faster pace during 1994. As numerous tenants sign leases,
New York City's backlog of store space is being absorbed. In fact, during the
first six months of 1994, a total of 488,188 square feet of space was leased.
In addition, the decline in shopping center construction has contributed to a
new era in New York's retail market. For the first time, tenants which in the
past had been found only in shopping centers, are now leasing major blocks of
space in New York City and other urban centers. These include K-Mart, Staples,
Bed, Bath & Beyond, Filene's Basement, and Bradlees. And many other tenants are
expanding dramatically, including Barnes & Noble which has already opened three
of its several new super stores, Western Publications which has brought a new
toy store to Rockefeller Center, Hermans which has opened a large store on 57th
Street and Sixth Avenue, Cosmetics Plus, Labels for Less, Record Explosion,
Today's Man, Bruno Magli, The Sports Authority and Hallmark Cards to name just a
few.

In addition, the so-called "mallization" of 57th Street has continued and
expanded to Fifth Avenue. Nike is to open a flagship store in the former
Galeries Lafayette store, and the discounter Daffy's is to occupy the former
antique shop in 150 East 57th Street. It is important to note that these shops,
although representing tenants not previously defined or included as a Fifth
Avenue or 57th Street exclusive retailer, can afford the rents these locations
have historically attained from the world's prominent retailers. Disney is
slated to lease space in 712 Fifth Avenue, and several other large national
tenants are moving onto Fifth Avenue.

In some areas store space is already scarce, and has lead to a firming of
rents this year. In particular, numerous retailers have recently signed leases
on Madison, Fifth, and Sixth Avenues in the 50's, and few vacancies remain. At
this point, retail leasing brokers agree that

<PAGE>

the majority of Manhattan's retail market has become healthy once again. The
momentum generated by the current influx of tenants will continue to attract new
and expanding retailers. The increased activity of 1994 has lead to a balance
between a landlord's and tenant's market. This year also witnessed a
continuation of longer term lease deals. Longer lease terms are often of great
importance to a tenant because they allow a greater ability to plan for the
future. Longer lease terms also serve to create assets for tenants.
Historically, long term leases, including those written at full current market
value, will seem economical in roughly six to eight years. On this basis, a
twelve to twenty year lease can create a real and often disposable asset for a
tenant. The asset creating effect is most significant in a soft market because
assignment and subletting clauses tend to be less restrictive than they are
during tighter markets. However, the easing of such restrictions has begun to
stop as the market continues to improve, with landlords less likely to grant
tenant's the benefit of an appreciating lease.

According to New Spectrum's second quarter 1994 Retail Study, Fifth Avenue
from 34th to 60th Street currently consists of three distinct areas that have
attracted various retailers. For the past decade Fifth Avenue from 42 to 59th
Streets has been home to some of the world's most upscale, notable retailers.
This area is still home to the world's most prominent retailers. However, it is
now also home to larger national retailers such as HMV Records and the Gap. The
occupancy rate along Fifth Avenue between 34th and 60th Streets is 94%. Out of
233 stores surveyed along the Avenue, only 14 were vacant and available for
rent, although many of the vacancies have deals pending.

RETAIL WITHIN SUBJECT'S VICINITY

Rockefeller Center, situated across the street from Saks Fifth Avenue's
flagship store, is one of the primary anchors along one of the most renown
retail corridors in the world. Within a few blocks north of Rockefeller Center
are such notable retailers as Cartier, Tiffany, Gucci, Bergdorf Goodman, Fendi,
Christian Dior and Henri Bendel. Despite the overall softness the real estate
market experienced in previous years, rental values for high profile retail
locations held quite firm during the recession and have increased during the
past year. This is due, in large part, to foreign retailers who generally
regard Fifth Avenue as one of, if not the, prominent retail corridors in the
world. As previously discussed in our last report, the Japanese retailer,
Takashimaya completed its construction of a 20-story 101,000 square foot
building on the east side of Fifth Avenue between 54th and 55th Streets. In
April, 1993 a gallery and retail shop opened on the building's first five
floors.

A walk along the Madison and Fifth Avenue, and 57th Street retail
corridors from Rockefeller Center north to 60th Street indicates very few
vacancies within this prime retail area.

<PAGE>

Several leases have been signed for space along these corridors with rents which
range from $55 to $432 per square foot, with the majority of leases falling in
the $150-$200 per square foot range. The tenants vary in type from high-end
retailers such as Coach, Calvin Klein and Philip Marc; to larger national chains
such as Crate & Barrel, The Gap, HMV Records, and Speedo. The following chart
exhibits the most recent 1994 retail leasing activity:

<PAGE>

RETAIL LEASE COMPARABLES
<TABLE>
<CAPTION>

Annual PSF 1st Yr Rent
Address Size Term Rent Excl Bsml Escalations Year Use Comments
- ------- ---- ---- ---- --------- ----------- ---- --- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Madison Avenue 50,000 sq. ft. total 15 years $3,685,000 $122 10% every 5 1994 Crate & Barrel One year's free
30,000 sq. ft. selling plus years. rent.
options

565 Fifth 20,000 sq. ft. gr./2nd. 10 years $1,100,000 $55 8% every 2 1994 HMV Records Landlord con-
Avenue years. tributed $600,000
plus 8 months free
rent.

650 Fifth 7,000 sq. ft. grd. 15 years $95 10% every 1994 Liz Clairborne 12 months free rent
Avenue 7,000 sq. ft. base 3 years. 1995 opening.
7,000 sq. ft. 2nd.

655 Fifth 5,200 sq. ft. grd. 7 years $1,800,000 plus 8% 1994 The Gap-Fashion sub-lease
Avenue 4,800 sq. ft. 2nd every years.
5,000 sq. ft. base.

675 Fifth 2,000 sq. ft. grd. 10 years $275 plus 8% 1994 Nine West
Avenue 1,600 sq. ft. base. every 2 Ladies Shoes
years.

3 East 57th 4,000 sq. ft. grd. 15 years $2,100,000 plus COL 1994 Designs Possession in early
Street 2,500 sq. ft. base. 1995-Currently Ann
4,000 - Taylor.

6 East 57th 70,000 sq. ft. on LT $100 plus 10% 1994 Showcase Replaces Galeries
Street seven levels every 5 Athletic Apparel
years net
lease.

40 East 57th 2,000 sq. ft. grd. 10 $475,000 plus 10% 1994 Speedo Apparel
Street 1,200 sq. ft. 2nd every 3
years net
lease.

595 Madison 1,700 sq. ft. grd. 15 $735,000 -- plus 8% 1994 Coach Leather
Avenue 1,100 sq. ft. base. every 2 Goods
years.

575 Madison 600 sq. ft. 10 $120,000 $200 plus 8% 1994 Philip Marc 90 days free rent
Avenue every 2 Optician from time owner
years. delivered
possession.

625 Madison 1,600 sq. ft. grd. 10 $400,000 $250 plus 10% 1994 Maternity Deal was executed 4Q
Avenue every 3 Fashion 193, for 1994
years. opening.

35
<PAGE>

650 Madison 50,000 sq. ft. rentable 15 + $80 plus 10% 1994 Crate & Barrel One years free rent
Avenue (40,000 sq. ft. options every 5 Opening 1995
useable) years.

650 Madison 2,500 sq. ft. 12 $450,000 $180 plus 10% 1994 Nordic Track Sub-lease
Avenue every 3 Fitness Equip.
years.

654 Madison 5,000 sq. ft. grd. 15 $2,700,000 $159 includes 1994 Calvin Klein 270 days free rent
Avenue 6,000 sq. ft. 2nd $200,000 pa Fashion direct lease from
6,000 sq. ft. 3rd for building new owner.
9,000 sq. ft. bsmt. name.

1414 Avenue 1,750 grd. 12 $180,000 $103 plus 3% pa. 1994 Schlotsky's No work by owner
of the Americas Food 90 days free rent

</TABLE>

36
<PAGE>

ROCKEFELLER CENTER RETAIL

The retail stores at Rockefeller Center and along 57th Street and the
Fifth and Madison Avenue corridors attract both local clientele and the tourist
trade. Situated in the heart of Midtown Manhattan, these retailers are
centrally located among the City's unparalleled office population. Many of
Manhattan's premier hotels and restaurants are within easy walking distance.
The area is also easily accessible from the City's finest east and west side
residential neighborhoods. As of December 31, 1994, the retail portion of
Rockefeller Center, which includes both above and below-grade space, had an
occupancy rate of approximately 89%, which is a slight increase over last year's
occupancy rate of 88%. Lease deals completed during 1994 are as follows:

1994 ROCKEFELLER CENTER RETAIL LEASES

NEW LEASES:

Space PV Nominal
Date Tenant Location Size Term Rent (sf) Concessions
- ---- ------ -------- ---- ---- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
1/94 TV Rest. Lindy's 6,308 20.3 yrs. $55.28 18 mos. free

1/94 Tristan Sixth/49th 5,155 15.8 yrs. $102.88 14 mos. free

2/94 French Sixth
Connection 50/51st 3,192 15 yrs. $112.12 12 mos. free

3/94 Studio
Optix Plaza 745 10 yrs. $100.61 4 mos. free

6/94 Nine West Sixth
48/49th 1,335 10.1 yrs. $171.79 none

4/94 NBC Studio Plaza 18,227 10.2 yrs. $38.59 1 mos. free

1993 5th Ave Fifth Ave. 822 10 yrs. $262.20 none
49/50th

<PAGE>

10/94 Cafe Duomo Bldg. 1 689 10.3 yrs. $158.08 6 mos. free

9/94 Sunglas Hut Bldg. 2 699 10.0 yrs. $248.78 5 mos. free

8/94 Swissam Bldg. 6 2,054 10 yrs. $184.49 5.5 mos. free
Inc.

8/94 Knots Shops Bldg. 6 763 12.3 yrs. $274.87 9 mos. free

8/94 Brookstone Bldg. 3 4,131 15.4 yrs. $150.37 15.5 mos. free

8/94 Fashion Bldg. 6 6,105 15 yrs. $ 75.11 12 mos. free
Cafe

7/94 Rodier Bldg. 2 545 12 yrs. $285.31 8 mos. free
</TABLE>

RENEWAL LEASES:

Space PV Nominal
No. Tenant Location Size Term Rent(sf) Concessions
- --- ------ -------- ---- ---- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
2/94 612 Fifth Ave. same 822 10 yrs. $262.20 none

1/94 European Fifth Ave.
Pub. 49/50th 538 10 yrs. $184.85 none

1/94 European Fifth Ave.
Concourse 2,945 10 yrs. $ 26.64 none

1/94 Greater
NY Pants 49th St. 1,497 10 yrs. $63.55 none

1/94 UPS concourse 268 2 yrs. $90.00 none

10/94 European Bldg. 5 4,153 15 yrs. $66.23 7 mos. free
Bank

10/94 It's Easy Bldg. 1 400 10 yrs. $40.90 Concourse
</TABLE>

38
<PAGE>

In light of recent activity, we would expect that the retail space at
Rockefeller Center, particularly along Fifth Avenue and increasingly along the
Avenue of the Americas, will continue to command excellent rental rates. Based
upon both the leases signed within the subject property as well as market
information presented below, we have assumed current market rental
rates for Rockefeller Center's retail component will hold firm with last year's
rents with the exception of the space along the Avenue of the Americas which
has increased in rental value as evidenced by the leases signed for space
between 49th and 50th Streets at net effective levels of from $86.50 to $163.90
per square foot for grade space. The 1995 retail rental rates are projected as
follows:

----------------------------------------
1995 MARKET RENT ESTIMATE PER SQ.FT.
<TABLE>
<CAPTION>

<S> <C>
Fifth Avenue $210
Avenue of the Americas $110
Side Streets $60-$100
Concourse $ 42
Mezzanine $ 42
</TABLE>

39
<PAGE>

ROCKEFELLER CENTER MAP

[map]

40
<PAGE>

PROPERTY DESCRIPTION

SITE:

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

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

The land area, allocated by building is detailed below:

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

TOTAL: 538,080 sq. ft.
12.4 acres
</TABLE>

SOURCE: Rockefeller Center Management Corporation

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

<PAGE>

IMPROVEMENTS:

The portion of Rockefeller Center which we have appraised includes twelve
buildings which were constructed from 1932 to 1955. They contain a total gross
building area of just over 7,300,000 square feet and a rentable area of almost
6,189,547 square feet. Since our December 31, 1993 report, there have been some
minor changes in the rentable area measurements.

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

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

<TABLE>
<CAPTION>
Height Gross Rentable
Year Building in Area(1) Area(1)
Address Name Built Number Stories (Sq.Ft.) (Sq.Ft.)
- ------- ---- ----- ------ ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
30 Rockefeller Plaza GE/GE West 1933 1/9 69 2,724,055 2,027,466
610 Fifth Avenue La Maison Francaise 1933 2 9 135,447 104,794
620 Fifth Avenue British Empire 1933 3 9 135,526 102,669
1 Rockefeller Plaza ---- 1937 5 35 547,654 470,729
630 Fifth Avenue International 1935 6 39 1,270,928 1,034,139
50 Rockefeller Plaza Associated Press 1938 7 15 513,110 400,483
1230 Ave. of the Americas Paramount Publishing 1940/55 8/14 21 713,664 600,396
30 Rockefeller Plaza NBC Studio 1933 99 10 (2) 384,592
1270 Ave. of the Americas ---- 1932 10 31 460,911 389,051
10 Rockefeller Plaza ---- 1939 11 17 398,199 291,495
600 Fifth Avenue ---- 1950 17 30 373,877 355,312
1260 Ave. of the Americas Radio City Music Hall 1932 18 10 (3) (3)
Miscellaneous Retail (4) N/A 28,421
--------- ---------
Total 7,300,371 6,189,547

<FN>

NOTES:

</TABLE>

<PAGE>

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

In connection with this assignment we conducted a physical inspection of
the premises on December 19, 1994. Since our last full narrative report, the
on-going capital improvement program has continued with over $307.8 million
spent to-date. The Global Control Center, which centralizes the control and
maintenance of all mechanical systems including elevators, is unique in New York
City to Rockefeller Center. The continued restoration and renovation work being
done throughout the complex is of the highest quality. The owners are
maintaining Rockefeller Center as a "trophy" property. Rockefeller Center's
Architecture, Planning and Construction Department has approached the
restoration of the Center's art work in much the same way as a curator of a
museum. Acting as conservators for the buildings and the artworks, the
Department has begun to catalogue all the Center's art work and prepare a master
plan for its maintenance and restoration where necessary. We are of the opinion
that expenditures on these projects are sound investments and will help to
insure that the Rockefeller Center buildings remain competitive well into the
future.

It is also important to note Management's 1988 agreement with the National
Broadcasting Company (NBC) for the extension and expansion of its facilities at
Rockefeller Center. The agreement assures NBC's lease commitment for almost 20%
of the Center's total net rentable area through September, 2022. In addition,
NBC has a call upon some 387,000 square feet of contiguous space. The option on
109,000 square feet of this space has already been exercised, and we assume the
option on the balance of the space will be exercised. NBC also has another
option for 523,000 square feet of contiguous space but because of possession
problems and conflicting options held by other tenants, we do not assume this
second option will be exercised. After September, 2022, NBC will have the
option to purchase its leased space in the Studio and GE West Buildings
providing it extends its lease for space in the GE Building. The purchase price
will be based upon a formula which considers the fair market net rental rate for
the space. In effect, the NBC agreement virtually assures that this prestigious
and financially sound corporation will remain as an "anchor" in the Rockefeller
Center complex.

<PAGE>

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

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

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

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

3. Interconnecting Below-Grade Retail Concourse.

4. Subsurface Freight Delivery System.

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

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

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

<PAGE>

LOCATION MAP

[map]

<PAGE>

LOCATION ANALYSIS

Rockefeller Center occupies most of the area between Fifth Avenue and
Avenue of the Americas, from 48th to 51st Street. The Center is located in the
"heart" of Midtown Manhattan which is defined by 42nd and 60th Street to the
south and north, and Third and Seventh Avenue to the east and west. Midtown
Manhattan is known for its array of prestigious office buildings, retail
establishments, hotels and restaurants, and is considered one of the prime
office and retail locations in the world. Rockefeller Center's premier location
has continued to be ensured via the leasing activity completed during 1994.

Due to the real estate recession and credit crunch, new commercial
development in Manhattan and elsewhere dropped off precipitously in recent
years. At the present time, there are no new commercial buildings of any
significance under construction in Midtown Manhattan. However, the current high
level of interest from traditional investors, ie. non-vulture and non-workout
specialists, in purchasing commercial office buildings, as well as the return of
traditional financing sources, has lead to speculation in regard to eventual
construction. The industry's optimists predict that new development may be
under way by the end of the year. Predictions are being made by the industry,
as substantiated by the developer, that demolition of HRO International's
planned office tower at 383 Madison Avenue will begin in May, 1995 with
construction to commence as early as December, 1995. Justification for this
prediction lies with the two large lease deals, the first of which has been
finalized and the second of which is reported to be finalized soon for 100,000
square feet and 200,000 square feet, respectively in the IBM building at rental
levels reported to be in the $50-$60 per square foot range. In order for new
construction to take place rents of at least this much would have to be obtained
with construction costs at a minimum of $300 per square foot. Preleasing of
50-60% would also be needed to garner financing. These requirements no longer
seem to be wishful thinking, considering the activity the market witnessed
during the past year.

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

<PAGE>

Eighth Avenues. Finally, the plan calls for 147,000 square feet of commercial
space on the Eighth Avenue end of the blocks between 41st and 43rd Streets,
which are still privately owned. Commercial establishments will generally be
popularly-priced and will create excitement, fun, and round-the-clock
entertainment.

In 1993, the Fifth Avenue Association stepped up its efforts to improve
security and sanitation along Fifth Avenue's Midtown corridor. A business
improvement district (BID) along the Avenue from 46th to 61st Street, with
extensions along 57th Street from Madison Avenue to Avenue of the Americas, was
established in early 1993. The BID is funded by an assessment of property
owners based on their proportionate share of square footage. The money is being
used primarily for added security, with the balance going towards maintenance
and administration. Rockefeller Center is exempt from the BID since it has its
own supplemental security and sanitation forces. It is expected that the BID,
by providing additional security and sanitation services and helping to remove
street peddlers, will serve to protect real estate values along Fifth Avenue,
which seems to have been realized with the sale of 592 Fifth Avenue for a
reported $20,000,000 or $250 per square foot.

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

The dramatic increase in the supply of office space, which came on line
along with the economic recession and credit crunch, resulted in the most
depressed office market the City had experienced, perhaps since the Great
Depression. However, several of those projects which were taken over by the
lending institutions have been sold to private investors over the past two
years. Additionally, with the recent increase in leasing activity and the lack
of new construction, vacancies at most of these newer buildings are declining.

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

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

<PAGE>

building's only tenant, having leased 365,851 square feet of space.
Morgan Stanley intends to occupy the remaining 1 million square
feet as its corporate headquarters.

2. 1540 Broadway - Eichner Properties and VMS Development were the
developers of this more than 1,000,000 square foot office building
located on the east side of Broadway at 45th Street. The property,
which includes 869,000 square feet of office space, a 67,000 square
foot retail atrium, a 5,000 square foot street-level restaurant, a
theater and 150-car parking underground garage, was taken in
pre-packaged foreclosure by a consortium of lenders lead by
Citibank. A deal was made with Bertelsmann AG, the privately held
German media company, which acquired the property at $119,000,000.
This is equivalent to $126 per square foot of office and retail
space, exclusive of the theater and garage. The sale closed in
December, 1992. Bertelsmann has consolidated 2,500 employees into
700,000 square feet in the building and intends to lease out the
balance.

Three large retail leases were announced in November, 1994. Sony
Theaters will open a 4 screen complex with seating for 1,400, the
Official All Star Cafe a sports celebrity-themed restaurant and bar
will open, and the world's largest music store comprising 65,000
square feet will be opened by Virgin.

3. The Rockefeller Group owns a vacant site on the east side of Seventh
Avenue between 49th and 50th Streets. Current plans are for the
construction of a 55-story office building containing 1,400,000
square feet. Development of the site, however, is conditional upon
a commitment by a major tenant. In the meantime, approvals for
interim surface parking have been obtained.

4. Americas Tower, located at 1177 Avenue of the Americas, was
developed by a joint venture of The New York Land Company and KG
Land New York Corporation. The building is a 50-story tower
containing 976,500 square feet of office space with floor sizes from
10,000 to 32,000 square feet. A dispute between the
developers/partners slowed the development plan. However, KG Land
exercised a purchase option and gained control of the property. We
understand that ownership has been quite aggressive in trying to
make lease deals, posing strong competition for other Midtown office
buildings. Price Waterhouse, in July, 1992 leased 350,000 square
feet including floors 10 through 14. In October, 1993 they
announced an expansion of their existing lease by another 60,000 sf,
bringing their total space at Americas Tower to 420,000 sf.

<PAGE>

During 1994 several other leases were signed with the reported
occupancy now approximating 85%, which is a 13% increase over last
year's occupancy. Other tenants at Americas Tower include American
International Group, Wausau Insurance Companies, Bank Hapoalim, and
Novell, Inc.

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

6. Axel Stawski's 30-story +324,000 square foot building at 565 Fifth
Avenue is the most recently completed office building in Midtown. It
is located at the north east corner of 46th Street, and contains
33,000 sf of retail space on the first three levels. The music store
HMV will soon open a store in 20,000 square feet of grade and second
floor retail space. They are paying a rent of $55 per square foot
increasing 8% every two years. The landlord reportedly contributed
$600,000 in work and 8 months of free rent. The building provides
evidence of the very recent upturn in midtown Manhattan's office
leasing market. Space is currently renting in the mid-$30's range,
rising by $3 to $4 psf in just six months after it opened. It should
be noted however, that tenants are still receiving an average of 10
months of free rent and a tenant improvement allowance of $40 psf
range.

7. The Swiss Bank Tower, located at 10 East 50th Street, was developed
by The Swiss Bank Corporation and Saks Fifth Avenue. The building
is a 38-story, mixed-use structure containing approximately 325,500
square feet of office space on the upper 29 floors. Swiss Bank
occupies approximately 157,500 square feet in the Tower, or 48% of
the total. The upper floors are leased to quality tenants. The
bottom nine floors accommodate the expansion of Saks' flagship store
on Fifth Avenue. Swiss Bank's intention to relocate to Stamford,
Connecticut will undoubtedly result in space being placed on the
market. They have, however, said they intend to keep at least 200
employees in the Tower.

8. 712 Fifth Avenue is a 53-story building with 457,281 square feet of
office and retail space. The project was developed by Solomon
Equities, Inc. and The Taubman Company, although the Taubman Company
has acquired Solomon's interest. Landmarked facades of existing
buildings on Fifth Avenue were

<PAGE>

incorporated in the design. Henri Bendel pre-leased the entire
85,900 square feet of the six floor retail atrium. Leasing of the
office tower has been extremely slow, however tenants are paying
almost $60 psf on the upper floors, with small floor sizes, and
small foreign companies willing to pay top dollar for location,
quality, security, and full floor identity are the primary tenants.

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

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

11. 750 Seventh Avenue, on the northeast corner of Broadway and 49th
Street, is a 35-story tower containing 568,835 square feet of space.
Solomon Equities Inc. developed the project which was completed in
1990. Floor sizes range from 11,750 to 26,500 square feet. The
building's original tenant, a law firm, ceased its operations and
defaulted on its lease. Since then, Citibank foreclosed on the
property. That space was released to the law firm of Mendes &
Mount, which occupies 121,692 sf of office space in the building.
The property was purchased by Morgan Stanley in April, 1994 for a
reported price of $90,000,000 or $158 per square foot of rentable
space.

<PAGE>

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

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

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

In general, the hotel industry in New York City has bottomed out and began
recovery in 1994. Its recovery is, in part, due to a reduction in the effective
hotel occupancy tax from 21.5% to approximately 15.25% on rooms renting for more
than $100 per night, which was implemented by the Guiliani administration. The
industry has just ended 15 consecutive months of higher rates and occupancies,
and no new rooms will be available for a while. However, construction will
begin soon on the Soho Grand, a 371-room hotel to be located at West Broadway
and Grand Street, and work has begun on the G & W/Paramount building which will
include hotel suites on floors 7-14.

The Omni Berkshire on 52nd Street and Madison Avenue is currently
undergoing a major renovation which is reported to involve a cost of
$350,000 a room. The hotel is slated to open this September.

<PAGE>

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

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

Harry Macklowe's mixed-use project Hotel Macklowe, opened in 1990.
Located on West 44th and 45th Streets between Sixth Avenue and
Broadway, the 52-story building includes a 100,000 square foot
conference center, 638 hotel rooms, 60,000 square feet of office
space, and a theater. This hotel was taken back by Chemical Bank and
has since been purchased by CDL Hotel International, a Singapore
concern, for $100 million or $160,000 a key. This investor also
purchased the Millenium Hotel near the World Trade Center for $75
million or $134,000 per room. They are also the same investors
reported to be purchasing part of the Plaza Hotel.

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

As discussed in our Office Market Overview, it appears that Manhattan's
office market has begun to turn around. The sales of 590 Madison Avenue known
as the IBM Building, the office portion of the Metropolitan Tower identified as
142 West 57th Street, 750 Seventh Avenue, 592 Fifth Avenue and 366 Madison
Avenue have further served to hearten market participants. The purchasers of
some of these buildings will be occupying part or all of them as corporate
headquarters, serving as solid anchors for Manhattan's office market.

<PAGE>

ZONING

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

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

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

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

We have been advised by Rockefeller Group, Inc. that when existing
building density is compared to allowable floor area under present zoning
regulations, the Center contains approximately 2,000,000 square feet of "unused"
development rights. However, it should be noted that, with the exception of
100,000 square feet of development rights, these "unused" development rights are
not included among the assets encumbered by the mortgages in favor of
Rockefeller Center Properties, Inc. and none of these development rights were
included in our estimate of market value of the property. A portion of these
"unused" development rights will be transferred to the Rockefeller Group's
proposed new office development on Seventh Avenue between 49th and 50th Streets,
construction of which is now on hold pending the signing of a major tenant.

<PAGE>

ASSESSED VALUATION AND REAL ESTATE TAXES

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

1994/95 ASSESSED VALUE ($000)
------------------------------------------------------- TAX RATE
TRANSITIONAL TARGET ASSESSED PER $100 OF
- ---------------- ------------------------------------------------------- TOTAL
LAND TOTAL LAND TOTAL VALUE TAXES
---- ----- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Block: 1264
LOT: 5 $82,350.0 $118,890.0 $63,000.0 $103,500.0 10.608 $10,979,280
30 20,880.0 33,435.0 16,650.0 29,250.0 10.608 3,102,840

BLOCK: 1265
LOT: 1(1) 84,519.9 134,247.8 73,441.1 114,941.4 10.608 12,192,984
71 875.2 1,100.3 900.0 1,125.0 10.608 116,720

BLOCK: 1266(2)
LOT:1 118,799.9 172,170.0 99,000.0 157,500.0 10.608 16,707,600
---------- ---------- ---------- ---------- ------ -----------

TOTAL: $307,425.2 $459,843.1 $252,991.1 $406,316.4 10.608 $43,099,424

LESS:RCMH(3) ($22,030.9 ($33,046.4 ($22,030.9 ($33,046.4) ($3,505,562)
---------- ---------- ---------- ---------- -----------

TOTAL AFTER RCMH
REIMBURSEMENT
(ROUNDED): $285,394.3 $426,796.7 $230,960.2 $373,270.1 $39,593,862

Notes:

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

(2) Includes Music Hall.

(3) Radio City Music Hall (RCMH)
</TABLE>

<PAGE>

Exclusive of the Music Hall, the property has a 1994/95 taxable assessment
of $373,269,600 after deduction for Radio City Music Hall's assessment.
Applying the current tax rate of $10.608 per $100 of the lower of the two
assessed valuations for each of the lots, results in a total real estate tax
burden of approximately $39,593,862 for fiscal year 1994/95.

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

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

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

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

In our previous appraisal we assumed that Rockefeller Center was
reassessed based upon 35% of our value estimate which we justified by analysis
of recently transferred office buildings and their assessments. However, given
that Rockefeller Center has just received a reassessment with its real estate
taxes now projected to grow at a predictable and reasonable level we have not
made the same assumption but have instead relied upon the actual assessment and
tax rate.

<PAGE>

In terms of future growth in the property's real estate tax burden, we
have looked at Rockefeller Center's historical tax burdens over the past six
years. The Center's real estate tax burdens for each fiscal year and the percent
increase/decrease is shown below:

TAX YEAR TOTAL TAX BURDEN PERCENT CHANGE
-------- ---------------- --------------
<S> <C> <C>
1989/90 $34,202,285 -
1990/91 $40,164,798 17.43%
1991/92 $43,983,149 9.51%
1992/93 $46,306,378 5.28%
1993/94 $42,241,190 (8.78%)
1994/95 $39,593,862 (6.27%)
</TABLE>

As exhibited by the chart above, the Center's average annual real estate
tax growth rate over the past five years is +3.0%. However, we have also been
advised by Management that the Center is currently involved in certiorari
proceedings with the City for the tax years 1989 through 1993. They will most
likely receive refunds for those years in question given that the Center was
over-assessed during this period. Based upon market perceptions as justified by
the property's historical experience we have chosen to grow the property's real
estate taxes by 5% per annum which we feel is conservatively appropriate.

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

We understand that the arrangement with NBC makes specific provisions with
respect to real estate taxes on the condominium units which formerly comprised
Block 1265, Lot 1. During the time that any condominium unit is owned by IDA
(that is, while it is leased to NBC), such condominium unit is exempt from real
property taxes. NBC has agreed with IDA to make certain payments in lieu of
real estate taxes with respect to these condominium units. In addition, the
Partnerships, NBC and the City of New York have entered into an agreement
relating to the real estate taxation of all the condominium units (including
those not occupied by NBC). The pertinent features of this agreement are: (A)
notwithstanding the establishment of

<PAGE>

any new tax lot as a result of the establishment of the condominium, the City
will assess liability among the various lots in accordance with the methodology
the Partnerships and RGI have historically used to allocate taxes among the
tenants and (B) any increase in assessment valuation resulting from improvements
to one or more individual condominium units (that is, tax lots) will be
specifically allocated to the unit or units so improved.

<PAGE>

HIGHEST AND BEST USE

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

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

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

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

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

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

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

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

<PAGE>

VALUATION PREMISE

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

COST APPROACH

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

SALES COMPARISON APPROACH

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

The lack of truly comparable activity, coupled with the large adjustments
which must be made to those sales which did occur make accurate comparisons
difficult. We have, therefore, not relied heavily on this approach to indicate
a market value for the subject, but have included a discussion of the recent
transactions which have occurred subsequent to our last appraisal dated December
31, 1993 in order to provide an indication of current market activity.

INCOME APPROACH

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

<PAGE>

SALES COMPARISON APPROACH

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

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

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

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

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

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

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

In using the Sales Comparison Approach, we reviewed sales of Midtown
office buildings. However, the degree of comparability to the subject for many
of these buildings is quite limited. It should be noted that market activity has
increased dramatically over the past two years with a 100% increase in total
consideration in 1993 from 1992. Sales activity in 1994 has continued to pick
up steam with over $975 million in total considerations reported for 1994. The
following chart indicates the increased activity over the past two years in
light of the historical activity.

<PAGE>

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

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

YEAR NUMBER OF SALES TOTAL CONSIDERATION
---- --------------- -------------------
<S> <C> <C>
1982 53 $ 504,986,800
1983 65 $ 795,057,220
1984 79 $ 962,275,799
1985 72 $1,177,704,561
1986 77 $1,778,358,797
1987 59 $1,543,518,820
1988 37 $1,232,948,659
1989 42 $1,406,818,100
1990 33 $ 574,807,050
1991 18 $ 279,940,000
1992 26 $ 266,879,996
1993 48 $ 535,671,500
Estimated 1994 80 $ 975,061,126
</TABLE>

Source: Real Estate Board of New York

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

We uncovered seven sales of significant office properties which occurred
during the past thirteen months, and are listed on the following pages.
Unadjusted prices ranged from a high of $263 per square foot to a low of $83 per
square foot. Adjustments need to be made for age and quality of construction,
size, occupancy, strength of office location, strength of retail location, and
income generation. The size and depth of the necessary adjustments are so great
that the sales are, in effect, rendered incomparable. As a result, we were not
able to draw a valuation conclusion from the sales.

However, we have discussed a few of the more notable transactions below
and, in general, the increased activity which began in 1993 has continued even
more strongly through 1994. This year witnessed several office building sales
with per unit prices of well over $200 per square foot. There is tremendous
optimism in the real estate market which is reflecting a belief that conditions
are on the upswing. In part this is related to the decision of lenders who

<PAGE>

have obtained ownership over the past two to four years via foreclosure and
bankruptcy, to make the commitment to sell. Both domestic investors, as
evidenced by the 590 Madison Avenue sale, and foreign investors as evidenced by
the Metropolitan Tower sale, are increasingly attracted to the marketplace. The
other side of the equation, financing availability, has also experienced an
increase in interest during this past year which is expected to translate into
actual activity in 1995, and has greatly increased the liquidity of the office
building market.

One of the most important transactions to occur since our December 31,
1993 appraisal is the sale of 590 Madison Avenue identified as the IBM Building.
The property which transferred in May, 1994 for a reported total price of
$205,000,000 or $223 per square foot of building area, represents the highest
price exclusive of intended capital expenditures paid for a multi-tenanted
property since the mid-80's. The new owners, a Joint Venture involving Edward
Minskoff and Oddysey Partners, plan to spend approximately $95 million on
renovations which increases the purchase price to almost $300 per square foot.
The deal involves IBM remaining in occupancy as a tenant in one third of the
office space. The other important factor of this deal which should be
mentioned, is the fact that the IBM gallery has been closed with the intention
of leasing the grade floor space as retail. The corner of 57th Street and
Madison Avenues is one of Manhattan's most valuable retail corners capable of
commanding a rent of +$200 per square foot. The owners have reportedly closed
their first major deal in the fourth quarter of 1994 which involves floors 27-30
for a total of 98,188 square feet to be occupied by BHF Bank for a 15 year term
at an average rent of approximately $50 per square foot. Concessions reportedly
consist of a $50 per square foot workletter and 12 months free rent.

The second major transaction involved purchase of the office and garage
portion of the Metropolitan Tower. The property transferred in August, 1994 for
a reported total purchase price of $59,146,500 or $263 per square foot of
rentable area. Aside from the purchase price, this sale is notable given that
the seller required the purchaser to contract and close this all cash deal in
less than 30 days. There was apparently more than one offer submitted to the
owner meeting the asking price. The property is 100% occupied at rents reported
to be in the mid $30 per square foot range.

Another large transaction to occur involves Morgan Stanley's purchase of
750 Seventh Avenue from Citibank in April, 1994 for a reported total price of
$90,000,000 or $160 per square foot. The property which transferred with only
three tenants in occupancy gives Morgan Stanley the potential of occupying the
remainder of the vacant space.

The National Westminster Bank building located at 592 Fifth Avenue also
transacted on October 18, 1994 for a reported total price of $20,000,000 or $250
per square foot. This sale represents a partial sale-leaseback in that Nat West
will reportedly remain in occupancy of a

<PAGE>

majority of the building's space as a tenant.

One factor regarding recent sales activity which is quite apparent is the
domination of purchasers buying office building properties for their own use or
as part of a sale-leaseback scenario, rather than the pure investor as purchaser
we saw in the 1980's. In the cases of 590 Madison Avenue and 592 Fifth Avenues,
an important factor in the deals was the seller's intention to remain as a
tenant in a portion of the buildings. In the case of 750 Seventh Avenue, an
important factor in the deal was the availability of Morgan Stanley to occupy a
large portion of the property's vacant space.

Our analysis of Rockefeller Center has always considered the entire
complex as a whole. However, if one was to analyze each building individually,
some, like 30 Rockefeller Plaza would be worth considerably more on a per square
foot basis than our overall valuation of $202 per square foot, while some of the
smaller buildings may be worth less on the basis of their current multi-tenanted
occupancy. Given current market trends, if the complex was offered for sale on
the open market, a higher price might be achieved by "dividing" the complex and
targeting some of the smaller buildings towards owner occupants. Although
possession would take some time given current lease expirations, given the
property's superb Midtown location and awareness throughout the world, in our
opinion, there would be great deal of interest among foreign entities looking to
acquire Midtown locations for their own use. This group has continued to be a
strong market force in recent years, despite the overall softness in the
investor market. In addition to the benefits of owning and controlling their
own space, and obtaining building identity, most owner users do not need to rely
on conventional bank financing. As a result, this market segment is not
impacted by a dearth of available financing which occurred during the past few
years. However, as mentioned previously the financing market for office
building properties is expected to rebound during 1995.

<PAGE>

SALE #1

LOCATION: 592-94 Fifth Avenue
BLOCK/LOT: 1263/41
GRANTOR: Nat West Bank
GRANTEE: UOB Realty (USA) LP
c/o United Overseas Bank
RECORDING DATA: October 18, 1994
PHYSICAL DESCRIPTION:
Land Area: 7,052 sq. ft.
Gross Building Area: 74,000 sq. ft.
Net Rentable Area: 80,000 sq. ft.
Year Built: 1911
Occupancy at Sale: 100% owner-occupied @ sale.
Parking: None
Quality: Very good
Zoning: C5-3
Stories: 11
SALE PRICE: $20,000,000
TERMS OF SALE: Cash
REPORTED OVERALL RATE (OAR): 7.4%
SALE PRICE/
SQUARE FOOT (GSF): $267
SALE PRICE/
SQUARE FOOT (RSF): $250
COMMENTS: Reportedly several investors were vying for
the property. The transaction represents a
partial sale-leaseback with Nat West to
remain in occupancy of 4 of the 10 office
floors as well as the grade for five years
with options totalling 25 years for the grade
floor. We were not able to uncover the
actual rents Nat West will pay, however, it
was reported that based upon the income from
Nat West and the expenses in-place a return
of 7.4% is yielded. If the remaining vacant
space in the building were fully leased at
market rents a return of 7.5% is yielded.

<PAGE>

SALE #2

BUILDING NAME: METROPOLITAN TOWER
LOCATION: 142 West 57th Street/135 West 56th Street.
BLOCK/LOT: 1009-1001
SELLER: Carver Associates (Warren D. Cole)
BUYER: Pacific Metropolitan Corp.
c/o Pacific Eagle Investment
RECORDING DATA: August 3, 1994
PHYSICAL DESCRIPTION:
Land Area: 18,593 sq. ft.
Gross Building Area: 208,880 sq. ft. office
Net Rentable Area: 225,000 sq. ft. office
Year Built: 1986
Occupancy at Sale: 100%
Parking: Yes
Quality: Excellent
Zoning: C5-3 & C6-6.5
Stories: Mixed-use building. 78 stories office on
floors 2 - 18.
SALE PRICE: $59,146,500
TERMS OF SALE: Cash
ESTIMATED
ECONOMIC INDICATORS:
Gross Annual Income: $8,437,500
Less: Operating Expenses: 3,937,500
----------
Net Operating Income: $4,500,000
ESTIMATED
REPORTED OVERALL RATE (OAR): 7.61%
SALE PRICE/
SQUARE FOOT (GSF): $283
SALE PRICE/
SQUARE FOOT (RSF): $263
COMMENTS: This confidential transaction reportedly
required the purchaser to contract and close
this all cash deal in less than 30 days. The
purchaser (Pacific Eagle) is a California
based subsidiary set up by the Lo Family of
Hong Kong. The Chinese investors are one of
the largest holders of Hong Kong real estate
and this subsidiary is specifically set up to
purchase U.S. real estate.

The office condo is reportedly 100% leased
for 10 years. It is occupied by nine
tenants, with three tenants (Ceridian, Ann
Taylor and Air France) occupying 80% of the
space. It is reportedly collecting some
rents in the mid $30 per square foot range.

<PAGE>

SALE #3

BUILDING NAME: AMERICAN HOME PRODUCTS BUILDING
LOCATION: 685 Third Avenue
between East 42nd & 43rd Streets
New York, New York
BLOCK/LOT: 1317, Lot 1
GRANTOR: American Home Products Corp.
Madison, New Jersey
GRANTEE: Professional Data Management, Inc.
c/o Tom Mara
RECORDING DATA: 5/23/94
PHYSICAL DESCRIPTION:
Land Area: 31,129 sq. ft.
Gross Building Area: 595,632 sq. ft.
Net Rentable Area: 584,336 sq. ft.
Year Built: 1961
Occupancy at Sale: 34%
Parking: None
Quality: Good
Construction: Cinderblock and brick
Zoning: C5-3; FAR = 15
Stories: 31
SALE PRICE: $50,000,000
TERMS OF SALE: All cash to seller.
SALE PRICE/
SQUARE FOOT (GSF): $83.94
SALE PRICE/
SQUARE FOOT (RSF): $85.57
ASKING RENTS AT SALE: $28 - $30
RETAIL TENANTS: Hirsch Photo, Bolton
MAJOR OFFICE TENANTS: Parents Magazine, Westinghouse
COMMENTS: 685 Third is actually two interconnected
buildings, the 240,000 sq. ft. southern tower
was built in 1961 and the 355,000 sq. ft.
northern tower was built in 1976. The
building had served as American Home Products
Corp.'s headquarters until the company's
recent move to Madison, New Jersey. American
Home Products had occupied 400,000 contiguous
square feet in the building. The buyer,
Leucadia National Corp., is a large financial
services firm.

<PAGE>

SALE #4

BUILDING NAME: IBM BUILDING
LOCATION: 590 Madison Avenue
Madison Avenue and 57th Street
New York, New York
BLOCK/LOT: Block: 1292/Lot: 15
BUYER: Joint Venture comprised of Edward J. Minskoff
and Odyssey Partners
SELLER: IBM
RECORDING DATA: May, 1994
PHYSICAL DESCRIPTION:
Land Area: 39,000 sq. ft.
Gross Building Area: 1,030,000 sq. ft.
Net Rentable Area: 919,283 sq. ft.
Year Built: 1982
Occupancy at Sale: 1/3 of space to be occupied by IBM.
Parking: Yes - 100 cars
Quality: Excellent
Zoning: C5-3 & C5-2.5
Stories: 43
SALE PRICE: $205,000,000
TERMS OF SALE: Cash
SALE PRICE/
SQUARE FOOT (GSF): $199
SALE PRICE/
SQUARE FOOT (RSF): $223
ESTIMATED
ECONOMIC INDICATORS:
Gross Annual Income: $34,247,500
Less: Operating Expenses: (18,025,880)
-----------
Net Operating Income: $16,221,620
ESTIMATED
REPORTED OVERALL RATE (OAR): 7.91%
COMMENTS: After renovations, the total price will
approximate $300 million or $291 per square
foot. IBM has agreed to lease back the lower
1/3 (+315,000 square feet) of the office
space for 10 years. The 11,000 square foot
gallery has also been closed providing the
new owners with very valuable retail space.

A lease deal for the 27-30th floors has
recently been signed with BHF Bank for a term
of 15 years.

<PAGE>

SALE #5

ADDRESS: 750 Seventh Avenue
LOCATION: West side of Seventh Avenue between 49th and
50th Streets with frontage on Broadway.
BLOCK/LOT: 1021/26
BUYER: Morgan Stanley, 750 Building Corporation, c/o
Morgan Stanley & Co., Inc.
SELLER: 750 Seventh Avenue Associates
c/o Citibank, NA
SALE DATE: April 28, 1994
PHYSICAL DESCRIPTION:
Land Area: 21,800 sq. ft.
Rentable Building Area: 559,999 sq. ft.
Year Built: 1990
Condition: Excellent
Stories: 34
Zoning: C6-7T
TOTAL PRICE: $90,000,000 all cash.
PRICE PER SQ. FT.: $160.79
COMMENTS: The building was built in 1990 by Solomon
Partners. The property was foreclosed upon
by Citibank in October, 1992. The building
contains grade retail space along Seventh
Avenue and Broadway with the basement
designated for entertainment uses. Floors 4-
34 possess the office space with the
mechanical equipment located on floors 2, 3,
35 and 36.

The property was purchased with three tenants
in occupancy - V,d) & Young, Mendes & Mount
and Carolines Comedy Club (located at grade
and basement). The buyer, Morgan Stanley,
has the option of either occupying or leasing
the remaining vacant space.

<PAGE>

SALE #6

BUILDING NAME: ARCHITECTS & DESIGNERS BUILDING
LOCATION: 150 East 58th Street
between Lexington & Third Avenues
New York, New York
PARCEL NUMBER: Block 1312, Lot 41
GRANTOR: Eastrich No. 81 Corp.
c/o AEW & Equitable RE Inv. Mgmt.
GRANTEE: 150 East 58th Street
c/o Nathan Aber/O&Y/1370 Broadway
RECORDING DATA: Deed Book 2034, Page 1268
PHYSICAL DESCRIPTION:
Land Area: 28,490 square feet
Gross Building Area: 507,185 square feet
Net Rentable Area: 452,078 square feet
Year built: 1969
Occupancy at Sale: 84%
Parking: 2-level, 260-car garage
Quality: Good
Construction: Steel and glass, granite
Zoning: C5-2, Restricted Central Comm
Stories: 39
SALE PRICE: $61,500,000
TERMS OF SALE: $15 million cash; seller provided a PMM of
$46,200,000 for 5 years @ 8% interest only
outstanding principal.
ECONOMIC INDICATORS:
Gross Annual Income: $17,982,000 Estimate
LESS: Operating Expenses: $ 9,095,000 Estimate
Net Operating Income: $ 8,379,000 Estimate
APPRAISAL INDICATORS:
Overall Rate (OAR): 13.62%
SALE PRICE/SQUARE FOOT (GSF): $121.26
SALE PRICE/SQUARE FOOT (RSF): $136.04
ASKING RENTS AT SALE: $28 - $35/SF, gross
MAJOR OFFICE TENANTS: Forest Labs, Spanish Consulate
RETAIL TENANTS: Kleinsleep
PRIOR SALE PRICE/DATE: $145,000,000/1989
COMMENTS: The building had been in bankruptcy
twice in the past three years, prior
to the sale. Equitable Real Estate
Investment management held an $85
million first mortgage on the property
and NYNEX Master Pension Trust
originally had a second mortgage, but
at the time of sale was the building's
owner. NYNEX lost almost its entire
investment in the building as a result
of Equitable's mortgage. The new
owners are two brokers from

<PAGE>

Brooklyn, George and Michael
Karfunkel, who have been actively
buying distressed Manhattan
properties. The tower has 10 base
floors (2-11) of office furniture
showroom space, totalling 182,000
square feet. The upper floors (12-39)
consists of office space, with each
floor having an 11,000 floor plate,
for a total of 298,000 square feet.
At the time of sale, the building's
office space was almost 100% leased,
with the majority of the 20% vacancy
rate confined to the lowe floor
showroom space.

<PAGE>

SALE #7

IDENTIFICATION: 366 Madison Avenue
LOCATION: Southwest corner of Madison Avenue and
46th Street
BLOCK/LOT: 1281/56
DESCRIPTION: Built 1921
95,942 rentable SF
good condition
16-stories
91% occupied at time of sale
BUYER: 366 Madison Inc.
c/o The Galbreath Co.
SELLER: Metropolitan Life Insurance Co.
SALE DATE: March 29, 1994
TOTAL PRICE: $14,000,000
all cash
PRICE PER SQ. FT.: $145.92
COMMENTS: Met Life took over this property in
lieu of foreclosure in July, 1992.
The property's major office tenants
are F.R. Trippler and CPR Legal Prog.

<PAGE>

INCOME CAPITALIZATION APPROACH

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

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

It should be noted, that in our discounted cash flow analysis, we utilized a
real estate model developed by The Realtech Group. Results were generated by
the model based on our market, economic, leasing and other real estate
assumptions. Our assumptions as well as tenant lease data current through
November 30, 1994 were entered into the model by the above mentioned firm. We
have verified a representative sampling of the individual tenant cash flows and
believe that all of the input is correct.

The vast majority of the property's rentable area is subject to long-term
leases that terminated in 1994 and beyond, with much of this space at below
market rental rates. As previously mentioned this valuation represents an
update to our report dated December 31, 1993. At that time, we had predicted
the property to increase in value after 1994 due to the large amount of space
which was expected to be released at market rental rates in 1994, as well as the
leasing expenditures expected to occur in 1994. As of December 31, 1994
approximately

<PAGE>

2.2 million of the 2.9 million 1994 turnover space has been leased. As
mentioned in our previous report, it was expected that after expending the
various capital costs involved in these lease negotiations, the value of the
property would increase substantially. As of December 31, 1993 the estimated
value of Rockefeller Center was $1,150,000,000.

Using the discounted cash flow analysis, the market value estimate for the
Center as of December 31, 1994, before financing but encumbered by the Dutch
Reformed Church ground lease and the New York City Transit Authority concourse
lease, is approximately:

ONE BILLION TWO HUNDRED AND FIFTY MILLION DOLLARS

($1,250,000,000)

This value equates to +$202 per square foot of total rentable area of
6,189,547 square feet.

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

<PAGE>

02-02-1995 ROCKEFELLER CENTER PROPERTIES INC.
BASE TOTAL FOR ALL
BUILDINGS

(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME:
OFFICE SPACE 112,797 163,813 175,649 191,811 194,377 201,467 214,949 216,884 219,797 224,620
RETAIL SPACE 23,219 29,989 30,160 30,799 31,223 32,534 34,929 36,500 36,740 38,250
STORAGE SPACE 2,422 3,619 3,622 3,680 3,710 3,790 4,324 4,402 4,453 4,518
MISC. SPACE 2,733 2,762 2,762 2,762 2,762 2,763 2,766 2,902 3,044 3,196
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 141,171 200,182 212,193 229,053 232,072 240,554 256,968 260,688 264,034 270,585
CPI RENTAL ESCALATION 266 385 581 714 884 868 803 876 928 983
OVERAGE 4,012 4,286 4,595 4,908 5,237 4,980 5,324 5,698 6,099 6,414
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 145,449 204,853 217,369 234,675 238,193 246,402 263,095 267,262 271,061 277,982

PROPERTY TAX INCOME 3,136 3,931 4,862 6,394 8,209 9,586 8,916 10,901 12,972 14,668
OPERATING EXPENSE INCOME 18,878 21,599 27,355 38,502 43,396 47,678 47,736 53,150 58,704 63,537
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 167,463 230,383 249,585 279,571 289,798 303,666 319,747 331,312 342,736 356,186

LESS: VACANCY 4,977 3,665 4,031 3,685 4,235 7,791 12,337 4,852 4,703 10,144
LESS: RENT CONCESSIONS 11,237 49,770 7,612 3,360 1,021 2,707 6,246 2,189 1,423 2,857
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 151,249 176,948 237,942 272,526 284,542 293,168 301,163 324,272 336,610 343,185

TENANT SERVICE 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 10,793 11,225 11,674 12,257 12,870 13,514 14,189 14,899 15,644 16,426
DISPLAY WINDOWS 65 68 70 74 78 81 85 90 94 99
SUNDRY 150 156 162 170 179 188 197 207 217 228
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 171,350 197,489 258,942 294,121 306,762 316,043 324,728 348,560 361,659 369,032
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 63,764 66,315 68,967 72,416 76,036 79,838 83,830 88,021 92,423 97,044
UTILITIES 17,321 18,014 18,734 19,671 20,655 21,687 22,772 23,910 25,106 26,361
INSURANCE 1,701 1,769 1,840 1,932 2,028 2,130 2,236 2,348 2,466 2,589
MANAGEMENT FEE 2,715 2,824 2,937 3,083 3,238 3,399 3,569 3,748 3,935 4,132
GENERAL & ADMINISTRATIVE 1,000 1,040 1,082 1,136 1,192 1,252 1,315 1,380 1,449 1,522
REAL ESTATE TAXES 40,584 42,613 44,744 46,981 49,330 51,796 54,386 57,105 59,961 62,959
GROUND LEASE 845 885 908 891 916 962 3,519 3,526 3,534 3,542
TENANT SERVICES 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 10,255 10,665 11,092 11,646 12,229 12,840 13,482 14,156 14,864 15,607
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 142,881 148,820 154,999 162,452 170,320 178,601 189,806 198,892 208,433 218,451
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 28,470 48,669 103,943 131,669 136,442 137,442 134,923 149,668 153,225 150,580
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 95,084 2,087 2,171 2,480 4,191 14,939 10,492 4,106 4,180 13,498
LEASING COMMISSIONS 19,569 2,136 1,581 1,260 2,063 6,981 7,976 2,164 1,845 10,108
CAPITALIZED EXPENSE 10,115 14,879 10,992 14,167 20,825 11,775 7,350 7,000 7,000 7,000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE (96,298) 29,568 89,198 113,762 109,363 103,747 109,104 136,398 140,201 119,974
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

76
<PAGE>
<CAPTION>

02-02-1995 ROCKEFELLER CENTER PROPERTIES INC.
BASE TOTAL FOR ALL
BUILDINGS

(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME:
OFFICE SPACE 240,875 262,423 268,830 278,075 290,863 313,336 334,226 341,107 359,053 371,482
RETAIL SPACE 40,170 42,143 46,119 49,312 50,732 56,909 64,489 66,484 69,082 70,460
STORAGE SPACE 4,872 5,409 5,722 5,873 6,054 6,689 7,424 7,546 7,963 8,091
MISC. SPACE 3,362 3,544 3,717 3,899 4,092 4,300 4,520 4,741 4,973 5,219
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 289,279 313,519 324,389 337,159 351,740 381,234 410,659 419,878 441,071 455,250
CPI RENTAL ESCALATION 815 471 512 570 629 689 659 552 627 703
OVERAGE 6,455 6,864 7,305 7,788 8,302 8,580 8,931 9,418 10,023 10,663
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 296,548 320,853 332,206 345,517 360,672 390,503 420,249 429,849 451,722 466,617

PROPERTY TAX INCOME 14,467 12,721 14,483 16,386 17,599 17,330 16,251 18,759 19,342 21,632
OPERATING EXPENSE INCOME 64,206 62,375 68,036 74,199 77,928 78,341 78,728 86,344 89,734 96,798
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 375,221 395,948 414,725 436,102 456,199 486,174 515,227 534,951 560,798 585,047

LESS: VACANCY 16,622 10,499 9,911 8,317 16,451 16,913 16,059 10,023 13,215 18,354
LESS: RENT CONCESSIONS 11,324 11,274 4,268 3,654 6,606 13,008 12,787 4,041 10,217 5,531
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 347,275 374,175 400,546 424,131 433,142 456,253 486,381 520,887 537,367 561,162

TENANT SERVICE 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 17,247 18,110 19,015 19,966 20,964 22,013 23,113 24,269 25,482 26,756
DISPLAY WINDOWS 104 109 115 120 126 133 139 146 153 161
SUNDRY 240 252 264 277 291 306 321 337 354 372
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 373,960 401,739 429,033 453,588 463,617 487,797 519,047 554,732 572,449 597,545
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 101,896 106,991 112,340 117,957 123,855 130,048 136,550 143,378 150,547 158,074
UTILITIES 27,679 29,063 30,516 32,042 33,644 35,327 37,093 38,947 40,895 42,940
INSURANCE 2,718 2,854 2,997 3,147 3,304 3,469 3,643 3,825 4,016 4,217
MANAGEMENT FEE 4,339 4,556 4,783 5,023 5,274 5,537 5,814 6,105 6,410 6,731
GENERAL & ADMINISTRATIVE 1,598 1,678 1,762 1,850 1,942 2,040 2,142 2,249 2,361 2,479
REAL ESTATE TAXES 66,107 69,412 72,882 76,527 80,353 84,371 88,589 93,019 97,669 102,553
GROUND LEASE 3,551 3,559 3,568 3,577 3,518 3,556 3,608 3,608 3,608 3,619
TENANT SERVICES 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 16,388 17,207 18,067 18,971 19,919 20,915 21,961 23,059 24,212 25,423
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 228,971 240,015 251,612 263,789 276,506 289,958 304,096 318,885 334,414 350,731
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 144,989 161,723 177,421 189,799 187,111 197,839 214,952 235,847 238,035 246,814
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 41,333 8,969 6,523 7,505 24,651 27,800 10,244 10,892 15,283 29,433
LEASING COMMISSIONS 24,446 4,686 6,357 5,421 19,299 21,967 8,613 6,942 11,989 19,952
CAPITALIZED EXPENSE 7,350 7,718 8,103 8,509 8,934 9,381 9,850 10,342 10,859 11,402
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE 71,860 140,351 156,438 168,365 134,226 138,692 186,245 207,671 199,904 186,027
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>

77
<PAGE>

ROCKEFELLER CENTER PROPERTIES
TOTAL FOR ALL BUILDINGS

TENANT EXPIRATION SUMMARY

EXPR ** BASED ON CURRENT TERM ONLY ** CUM ** BASED UPON OPTIONS EXERCISED ** CUM
YEAR OFFICE RETAIL STORAGE TOTAL BLDG OFFICE RETAIL STORAGE TOTAL BLDG
- ---- ------ ------ ------- ----- ---- ------ ------ ------- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 34,098 26,393 5,282 65,773 1.3% 34,098 26,393 5,282 65,773 1.3%
1995 332,772 55,796 10,572 399,140 7.7% 332,772 55,796 10,572 399,140 7.7%
1996 75,712 37,235 8,148 121,095 2.3% 75,712 37,235 8,148 121,095 2.3%
1997 1,275,063 37,612 14,849 1,327,524 25.7% 104,336 17,443 3,536 125,315 2.4%
1998 131,398 3,847 4,616 139,861 2.7% 131,398 3,847 4,616 139,861 2.7%
1999 107,184 45,149 15,204 167,537 3.2% 107,184 45,149 15,204 167,537 3.2%
2000 262,676 21,232 9,644 293,552 5.7% 262,676 21,232 9,644 293,552 5.7%
2001 28,858 10,709 1,074 40,641 0.8% 28,858 10,709 1,074 40,641 0.8%
2002 94,665 28,774 10,303 133,742 2.6% 94,665 4,277 1,586 100,528 1.9%
2003 57,964 24,911 595 83,470 1.6% 57,964 24,911 595 83,470 1.6%
2004 344,802 27,845 11,884 384,531 7.4% 344,802 27,845 11,884 384,531 7.4%
2005 238,791 8,245 5,206 252,242 4.9% 238,791 8,245 5,206 252,242 4.9%
2006 130,140 10,238 998 141,376 2.7% 130,140 10,238 998 141,376 2.7%
2007 50,941 5,941 198 57,080 1.1% 50,941 30,438 8,915 90,294 1.7%
2008 137,290 20,960 5,681 163,931 3.2% 137,290 20,960 5,681 163,931 3.2%
2009 377,319 48,498 10,591 436,408 8.4% 377,319 48,498 10,591 436,408 8.4%
2010 84,190 5,200 3,177 92,567 1.8% 84,190 5,200 3,177 92,567 1.8%
2012 264,647 0 4,279 268,926 5.2% 264,647 0 4,279 268,926 5.2%
2013 38,793 5,996 3,586 48,375 0.9% 38,793 5,996 3,586 48,375 0.9%
2014 292,583 7,485 0 300,068 5.8% 292,583 7,485 0 300,068 5.8%
2015 0 15,608 222 15,830 0.3% 0 15,987 222 16,209 0.3%
2020 93,260 3,405 1,912 98,577 1.9% 93,250 3,405 1,912 98,577 1.9%
2022 137,020 0 640 137,660 2.7% 0 0 640 640 0.0%
2032 0 0 0 0 0.0% 1,307,747 19,790 11,313 1,338,850 25.9%
</TABLE>

TOTAL OFFICE / RETAIL / STORAGE SPACE 5,169,906 SF
TOTAL MANAGEMENT USAGE SPACE 92,775
TOTAL VACANT RENTABLE SPACE 925,906

78
<PAGE>

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

RENTABLE AREA:

The total area of the Center is 6,189,547 square feet based on the 1968
Real Estate Board of New York Standard Method of Floor Measurement for Office
Buildings. The exhibit on the following page summarizes space use by building.

The 85,893 square feet of miscellaneous and property management space is
currently office, shop and storage space, primarily utilized in the operation
and management of the property. For projection purchases, it is not considered
as income producing space, and termed "non-rentable."

Of the remaining 6,103,654 square feet of rentable area, office space
comprises 5,422,099 square feet, or 87.5%. The NBC studio space is included in
the office area. It should be noted that although the studio space is included
in the office area in this summary of rentable area, individual rental rates
were applied to the studio and office spaces (see National Broadcasting Company,
Inc. Agreement for Extended and Expanded Occupancy of Space in Rockefeller
Center in the Addendum to this report).

Retail space accounts for 510,745 square feet, or 8.3% of rentable area.
The space is located at the street and concourse levels. The Rainbow Room,
located on the 64th through 66th floors of the GE Building, is also included in
the retail space component as are the Plaza area shops.

Storage space accounts for 170,810 square feet, or 2.8% of rentable area.
It is located in the interior of office floors and at various below grade levels
throughout the property.

79
<PAGE>

EXHIBIT I

ROCKEFELLER CENTER PROPERTIES
ALL BUILDINGS
-------------

TOTAL AREA(1)
----------

BUILDING MISC &
- --------------------------------- PROPERTY
NO. NAME OFFICE RETAIL STORAGE SUBTOTAL MANAGEMENT TOTAL
- --- ---- ------ ------ ------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
1 GE Building 1,688,934 131,097 31,934 1,851,965 23,814 1,875,779
2 La Maison Francaise 71,396 26,093 5,804 103,293 1,501 104,794
3 British Building 71,072 19,419 12,178 102,669 0 102,669
5 One Rockefeller Plaza 435,116 25,804 7,832 468,752 1,977 470,729
6 International Building 878,818 106,077 32,209 1,017,104 17,035 1,034,139
7 Associated Press Building 301,302 35,550 36,296 373,148 27,335 400,483
8/14 Paramount Publishing 538,186 38,441 15,243 591,870 8,526 600,396
9 GE West Building 151,687 0 0 151,687 0 151,687
10 1270 Avenue of the Americas 375,827 7,230 2,590 385,647 3,404 389,051
11 Ten Rockefeller Plaza 233,762 51,214 6,329 291,305 190 291,495
13 Sunken Plaza 0 17,228 0 17,228 0 17,228
17 600 Fifth Avenue 291,407 41,399 20,395 353,201 2,111 355,312
51 Subway Concourse 0 5,581 0 5,581 0 5,581
52 Hurley's Restaurant 0 2,266 0 2,266 0 2,266
54 Lindy's Restaurant 0 3,346 0 3,346 0 3,346
99 NBC Studio Building 384,592 0 0 384,592 0 384,592

TOTAL 5,422,099 510,745 170,810 6,103,654 85,893 6,189,547

<FN>

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

<PAGE>

INCOME:

1. BASE RENTAL INCOME:

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

a. MINIMUM BASE RENT-OFFICE:

Base rent is projected by space use as discussed previously: office,
retail, and storage. For current tenants, base rental income includes the base
rent and contractual rent steps-up specified in existing leases. Where lease
terms specify as such, sublease profits from currently sublet space, and CPI
escalation income through December, 1994 are also included in base rent.
Exhibit II is a schedule of Management's current asking rental rate schedule for
space in the property. Due to successful leasing activity, the actual taking
rental rate schedule was adjusted upward from last year in response to the
stronger leasing and economic climate.

In arriving at our estimates of current market rental rates for office
space in Rockefeller Center, we relied primarily upon actual lease transactions
made in 1994 for office space within Rockefeller Center. Exhibit III
summarizes the rental income terms of several recently signed leases within
Rockefeller Center.

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

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

<PAGE>
EXHIBIT II
ROCKEFELLER CENTER PROPERTIES
CURRENT ASKING RENTAL RATE SCHEDULE

OFFICE:

BLDG BASE RENT
NO. BUILDING NAME FLOOR (P.S.F.)
- ---- ------------- ----- ---------
<S> <C> <C> <C>
1 GE Building 2-12 $41
14-27 42
28-40 45
41-52 47
53-63 49

2 La Maison Francaise 2-7 42

3 British Building 2-7 42

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

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

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

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

9 GE West Building 2-11
12-16

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

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

17 600 Fifth Avenue 2-10 41
11-27 43
</TABLE>