SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
Andrew Nathan
Rockprop, L.L.C.
520 Madison Avenue
New York, New York 10022
(212) 715-0375
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 25, 1996
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Rockprop, L.L.C. ("Rockprop"), David Rockefeller (together
with his designated affiliates, "Rockefeller"), Troutlet Investments
Corporation (together with its designated affiliates, "Troutlet") and EXOR
GROUP Societe Anonyme (together with its designated affiliates,
"EXOR") (collectively, the "Reporting Persons"), hereby amend the report on
Schedule 13D, dated October 18, 1995, as amended by Amendment No. 1 thereto
dated October 26, 1995 and Amendment No. 2 thereto dated November 13, 1995
as amended by Amendment No. 3 thereto dated March 13, 1996 (collectively,
the "Schedule 13D"), filed by the Reporting Persons in respect of the
Common Stock of Rockefeller Center Properties, Inc., a Delaware corporation
("RCPI"), as set forth in this Amendment. Capitalized terms used but not
defined herein shall have the meanings given such terms in the Schedule
13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 9 immediately after
numbered paragraph 8 appearing therein:
(9) Members of the Investor Group and certain of
their designated affiliates have entered into an agreement
(the "GE/NBC Agreement") with General Electric Company
("GE") and National Broadcasting Company, Inc. ("NBC" and,
together with GE, "GE/NBC") in which the parties have agreed
to commence preparation of mutually acceptable documentation
pursuant to which, subject to the consummation of the merger
of RCPI Merger with and into RCPI, GE/NBC or one of its
affiliates will acquire ownership interests in a portion of
certain of the buildings that it currently leases at
Rockefeller Center and certain other related transactions
will be effected in consideration of a payment by GE/NBC of
$440 million. The GE/NBC Agreement contemplates, among
other things, extensive changes in the occupancy
arrangements for the NBC space at Rockefeller Center,
including extension of options for the NBC Studio 1A lease,
changes with respect to NBC's use of Rockefeller Center in
its broadcasting activities, expanded NBC rights regarding
its condominium unit spaces, and the elimination of NBC's
lease expiring in 2022 and its obligation to pay rent
thereunder through such date. The foregoing description of
the GE/NBC Agreement is qualified in its entirety by
reference to the copy of the GE/NBC Agreement attached as
Exhibit 26 hereto, which is incorporated herein by
reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by inserting
the following paragraph as new lettered paragraphs (h) and (i) immediately
after lettered paragraph (g) appearing therein:
(h) On April 25, 1996, RCPI, RCPI Holdings, RCPI
Merger, Whitehall, Rockprop, Rockefeller, Exor and Troutlet
entered into Amendment No. 2 to the Agreement and Plan of
Merger amending the terms of the Merger Agreement, as
amended by Amendment No. 1 to the Merger Agreement. A copy
of Amendment No. 2 to the Merger Agreement is attached
hereto as Exhibit 27 and is incorporated herein by reference.
(i) On April 25, 1996, RCPI and GSMC entered into
Amendment No. 2 to the Supplemental Agreement amending the
terms of the Supplemental Agreement, as amended by Amendment
No. 1 to the Supplemental Agreement, to conform to the terms
of the Merger Agreement as amended by Amendments No. 1 and
No. 2 to the Merger Agreement. A copy of Amendment No. 2 to
the Supplemental Agreement is attached hereto as Exhibit 28
and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the
following immediately at the end thereof:
Exhibit No. Exhibit Page
- ----------- ------- ----
26 Agreement, dated as of April 23, ____
1996, among Whitehall Street
Real Estate Limited Partnership V,
Rockprop, L.L.C., Prometheus
Investors, L.L.C., Troutlet
Investments Corporation, Gribble
Investments (Tortola) BVI, Inc.,
Weevil Investments (Tortola) BVI,
Inc., Exor Group S.A., General
Electric Company and National
Broadcasting Company, Inc.
27 Amendment No. 2 to the Agreement ____
and Plan of Merger, dated as of
April 25, 1996, among Rockefeller
Center Properties, Inc., RCPI
Holdings Inc., RCPI Merger Inc.,
Whitehall Street Real Estate
Limited Partnership V, Rockprop,
L.L.C., David Rockefeller, Exor
Group S.A., Troutlet Investments
Corporation and, for the purposes
of Section 4 only, Goldman Sachs
Mortgage Company.
28 Amendment No. 2 to the Supplemental ____
Agreement, dated April 25, 1996,
between Rockefeller Center Properties,
Inc. and Goldman Sachs Mortgage
Company.
SIGNATURE
After reasonable inquiry and to our best knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 7, 1996
Rockprop, L.L.C.
By: Tishman Speyer Crown Equities
Its: Managing Member
By: Tishman Speyer Associates
Limited Partnership,
General Partner
By: /s/ Jerry I. Speyer
______________________
Jerry I. Speyer/
Robert V. Tishman,
General Partner
David Rockefeller
By: /s/ Peter W. Herman
______________________
Peter W. Herman
Attorney-in-Fact
Troutlet Investments Corporation
By: /s/ Squire N. Bozorth
______________________
Squire N. Bozorth
Attorney-in-Fact
EXOR GROUP Societe Anonyme
By: /s/ Ernest Rubenstein
_____________________
Ernest Rubenstein
Attorney-in-Fact
Istituto Finanziario Industriale S.p.A.
By: /s/ Ernest Rubenstein
______________________
Ernest Rubenstein
Attorney-in-Fact
Giovanni Agnelli & C. S.a.a.
By: /s/ Ernest Rubenstein
______________________
Ernest Rubenstein
Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Giovanni Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Umberto Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Gianluigi Gabetti, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Cesare Romiti, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Carlo Camerana, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Gabriele Galateri, by Ernest
Rubenstein, Attorney-in-Fact
Exhibit 26
Agreement, dated as of April 23, 1996, among the entities
listed on Exhibit 1 (collectively, the "Investor Group"), General Electric
Company, a New York corporation ("GE"), having an address at 125 Park Avenue,
9th Floor, New York, New York 10017, and National Broadcasting Company, Inc.,
a Delaware corporation ("NBC", and together with GE, "GE/NBC"), having an
address at 30 Rockefeller Plaza, New York, New York 10112.
W I T N E S S E T H:
A. NBC is a tenant under a Consolidated Lease, dated as of
December 1, 1988 (the "Consolidated Lease"), between Rockefeller Center
Properties ("RCP"), a New York partnership, as landlord, and NBC, as tenant,
relating to the buildings located at and known as 30 Rockefeller Plaza (the
"Tower Building"), and adjacent building (the "Studio Building"), and 1250
Avenue of the Americas (the "RCA-West Building"). The Tower Building, the
Studio Building and the RCA-West Building are referred to herein collectively
as the "Buildings", and the Buildings, together with the land underlying the
same is referred to herein as the "Real Property". The term of the
Consolidated Lease expires in 2015 and the premises demised thereunder will
then become subject to a further lease with respect to the premises in the
Tower Building (the "Tower Lease") and with respect to the premises in the
Studio Building and the RCA-West Building (the "Studio West Lease"), which
leases were between RCP, as landlord, and NBC, as tenant, and dated December
1, 1988. NBC is also a party to a certain lease dated as of February 1, 1990
(the "Additional Space Lease"), between RCP, as landlord, and NBC, as tenant,
affecting certain additional floors in the Tower Building, as thereafter
amended, and to a certain lease dated as of March 2, 1995 (the "Second Floor
Lease"), between RCP, as landlord, and NBC, as tenant, affecting a portion of
the second floor in the Tower Building. As used herein, "NBC Leases" shall
mean, collectively, the Consolidated Lease, the Tower Lease, the Studio West
Lease, the Additional Space Lease and the Second Floor Lease, and the space
demised under the NBC Leases (the "NBC Premises") is described on Exhibit 3
hereto. The Tower Lease, Studio West Lease, the Additional Space Lease and
the Second Floor Lease are for a term ending September 30, 2022, with an
option to extend the terms thereof to September 30, 2032, and a further option
to extend the terms thereof to February 28, 2042. As used herein the term
"Center" shall mean that portion of Rockefeller Center comprised of the twelve
landmarked buildings and connecting underground concourses, a parking garage,
public spaces, an ice-skating rink, Radio City Music Hall and the underlying
land bounded by Fifth Avenue and Avenue of the Americas, and West 48th and
West 51st Streets.
B. NBC is also the tenant under the Lease, dated as of
November 1, 1993, between RCP and NBC, affecting Studio 1A in 10 Rockefeller
Plaza, together with certain ancillary agreements relating to adjacent areas
and facilities (collectively, the "Studio 1A Lease").
C. NBC is also the licensee or beneficiary of certain
licenses, use and space agreements relating to its use of the NBC Premises and
facilities in the Buildings, all of which ancillary agreements now in effect
are deemed appurtenant to and part of the NBC Leases.
D. The Real Property is subject to a certain amended and
restated ground lease (the "Ground Lease") dated as of October 1, 1973, by and
between RCP Associates, a New York general partnership ("RCPA"), as ground
lessor (as successor to The Trustees of Columbia University in the City of New
York), and RCP, as ground lessee (as successor to Rockefeller Center, Inc.),
which Ground Lease, by a certain subordination agreement dated as of December
1, 1988 (the "Ground Lease Subordination"), recognized the provisions of the
Overlease Agreement, the Condominium Declaration, and the NBC Leases (each as
herein defined).
E. Rockefeller Center Properties, Inc. ("RCPI"), is the
holder of certain mortgage liens on the Real Property, as well as the other
portions of Rockefeller Center generally known as the "Landmarked Properties"
(as set forth in Exhibit 2 hereto). The Real Property is also subject to the
provisions of a Declaration of Condominium made by RCP and its ground lessor
as of December 1, 1988 (the "Condominium Declaration"), which imposed a
condominium regime upon the Buildings. Pursuant to such condominium regime,
each floor in the Buildings generally constitutes a unit under the Condominium
Declaration, as more fully provided therein.
F. Pursuant to certain agreements with the New York City
Industrial Development Agency ("IDA"), the condominium units which constitute
certain of the floors in the Buildings which are subject to the NBC Lease
(excluding the 22nd, 23rd and 49th floors in the Tower Building (the "Excluded
Units")) have been conveyed to, and are owned by, IDA, a public benefit
corporation of New York State, and are made subject to a certain overlease
agreement, dated as of December 1, 1988, between IDA, as owner of such units
and as overlandlord, and RCP, as tenant (the "Overlease Agreement"). RCPA has
a reversionary interest (the "Reverter") in all of the condominium units owned
by IDA.
G. Further pursuant to a Facilities Lease, dated as of
December 1, 1988 (the "Facilities Lease"), between IDA, as landlord, and NBC,
as tenant, certain personal and other tangible property located in the
Buildings is owned by IDA.
H. By virtue of ownership of the condominium units to which
the Overlease Agreement and the NBC Leases apply, no New York City real
property tax payments are required for NBC condominium units owned by IDA.
NBC is party to a PILOT Agreement dated as of December 1, 1988, between IDA,
the City of New York, and NBC (the "PILOT Agreement"), providing for payments
in lieu of tax with respect to the occupancy of each of said condominium floor
units. By collateral assignment instruments, RCPI, RCP and RCPA have
furnished to IDA security for its rights with respect to the payments required
to be made by NBC under the PILOT Agreement.
I. RCP and RCPA, the current owners of Rockefeller Center,
have filed for protection as debtors under 11 U.S.C. Sections 101 et seq.
J. The Investor Group, through its proposed control of the
proposed successor to the assets and liabilities of RCPI (such successor, the
"Successor Owner"), is seeking to acquire the Landmarked Properties.
K. Subject to, and in accordance with, the terms and
conditions hereinafter set forth:
1. Effective upon the execution and delivery hereof, NBC
is willing (i) to waive its rights to file a motion in the
RCP/RCPA bankruptcy proceedings objecting to the assumption by RCP
and assignment to the Successor Owner of the NBC Leases and the
Studio 1A Lease (except to the limited extent required to preserve
its previously filed claim (in the original amount of
approximately $16 million)) and, (ii) generally to cooperate with
the Investor Group in its acquisition of the Landmarked Properties
in the manner described and provided in the reorganization plan
and this Agreement;
2. The Investor Group is willing to cause RCPI to
designate GE/NBC or an Affiliate (as such term is defined in the
NBC Leases) of GE or NBC as the transferee under the
reorganization plan from RCP and RCPA of, and GE/NBC is willing to
acquire either directly or through an Affiliate (as such term is
defined in the NBC Leases) from RCP and RCPA, the following:
a. the Reverter held by RCPA,
b. the Excluded Units,
c. the interest of RCP as tenant under the Overlease
Agreement,
d. the interest of RCP, as landlord, under the NBC
Leases, for condominium units owned by IDA and for the
Excluded Units
(the interests described in (a), (b), (c) and (d) above, as
modified in accordance with the other terms hereof, including
Section 5(a), the "Specified Interests"), for a payment by GE/NBC
of $440,000,000 (the "Purchase Price"), to be paid to the
Successor Owner in the manner contemplated by the reorganization
plan and order of confirmation of such reorganization plan. Such
transfer and acquisition (the "Transfer") shall occur concurrently
with the Successor Owner's acquisition of the balance of the
Landmarked Properties in the RCP/RCPA bankruptcy proceedings on
the effective date of the RCP/RCPA reorganization plan (the
"Effective Date").
3. The Successor Owner and NBC are willing to amend the
Studio 1A Lease in the manner hereinafter set forth, effective
concurrently with the Transfer.
NOW, THEREFORE, the parties agree as follows:
1. Documentation. The parties, subject to the conditions
hereinafter set forth (including Section 5 hereof), will commence the
preparation of mutually acceptable documents conforming to the understandings
set forth herein, and will negotiate and execute, in good faith and with
reasonable diligence, definitive, implementing documentation in customary
form, reflecting the provisions of this Agreement, the continued ownership by
IDA of such portions of the NBC Premises as are currently owned by the IDA
(other than the Excluded Units and/or such other floors as may hereafter
revert to RCPA pursuant to the Reverter) and such other provisions as the
parties shall agree upon. While the parties have endeavored to raise, and
resolve in the manner prescribed hereby, the material issues related to the
Transfer, the Studio 1A Lease modifications and the other transactions
contemplated herein (collectively, the "Proposed Transactions"), the parties
recognize that there may be other material terms that may arise in documenting
the Proposed Transactions, and the parties' agreement with respect to such
other material issues shall be a condition to each party's obligation to
consummate the Proposed Transactions.
2. NBC Estoppel. Concurrently with the execution and
delivery hereof, NBC will execute and deliver the estoppel attached hereto as
Exhibit 4, which shall be effective upon such delivery.
3. NBC Actions. Effective upon the execution and delivery
hereof, NBC hereby agrees that it shall not object to the assumption by RCP
and assignment to the Successor Owner of the NBC Leases or the Studio 1A Lease
or object (except to the limited extent required to preserve its previously
filed claim (in the original amount of approximately $16 million)) to the
confirmation of the reorganization plan (provided that the same does not
conflict with this Agreement), and that it will reasonably and promptly
cooperate, at the request of the Investor Group, in and out of the bankruptcy
court proceedings in respect of RCP and RCPA, in respect of the Investor
Group's objectives. The foregoing is not intended to, and shall not, preclude
NBC's pursuit of its approximately $16,000,000 pending claim against RCP,
provided that NBC hereby agrees that it will consider, and respond reasonably,
to proposed procedures and arrangements whereby recovery of any amounts that
may be owed to NBC in respect of its claim can be secured or reasonably
assured of payment to NBC, without delaying or otherwise prejudicing the
progress of the RCP/RCPA bankruptcy proceedings. Further, except as may be
provided in this Agreement, neither the Investor Group nor NBC shall be bound,
or prejudiced by, any decision, order, interpretation, determination,
settlement or compromise or any other resolution of any sort with respect to
such claim by NBC that may be imposed on or agreed to by the parties to such
disputes.
4. Management Authorization Letter. (a) Concurrently with
the execution and delivery hereof, the Investor Group will give its approval
to RCP to implement the following Building lease administration matters under
the NBC Leases, which authorization shall be effective whether or not the
Proposed Transaction and Transfer are consummated:
(i) implementation of System Assumption effective April 1,
1996 for
(A) HVAC fan systems on floors 21, 22, 23, 25, 26 and
part of the 2nd floor, as described in the draft letter furnished
by RCP to NBC on February 20, 1996 and providing for an annual
rent credit as set forth on Exhibit 5,
(B) assumption of the elevator systems described in the
draft letter from RCP to NBC, dated February 20, 1996 and
providing for the annual rent credit for such systems as set forth
on Exhibit 5, and
(C) assumption of the window washing systems in the
Buildings as described in the draft letter from RCP to NBC, dated
February 20, 1996 and providing for the annual rent credit as set
forth on Exhibit 5.
(ii) review and consideration of any proposed subleasing
transaction in the manner provided in and in accordance with the NBC Leases,
subject, however, to the provisions of Paragraph II of Annex A of this
Agreement (including Schedule I to Annex A).
(b) From and after the date on which either (x) the Proposed
Transactions and the Transfer are consummated or (y) the Landmarked Properties
are transferred to the Successor Owner (even if the Transfer does not occur),
in either case until December 31, 1997, NBC may elect a Systems Assumption for
the Chilled Water System and Electrical Distribution System serving the
RCA-West Building, the Studio Building and the first eighteen floors of the
Tower Building and (in the case described in clause (y) above) shall be
entitled to the annual rent credit for such systems as set forth on Exhibit 5,
all on the terms and conditions of the NBC Leases, but notwithstanding the
fact that the Final Exercise Date provided in the NBC Leases has already
passed;
(c) Upon a System Assumption described in clauses a(i) or (b)
above, GE/NBC shall pay to the Investor Group the full amount set forth on
Exhibit 5 attached to this Agreement in respect of such system (which are to
be reimbursed to "Landlord" under the NBC Leases for "Assumable Systems");
provided, however, that with respect to the assumption of the elevator system,
GE/NBC shall pay the amount set forth on Exhibit 5 in equal monthly
installments of $17,475.00 each. The annual rent credits referred to in
clauses (a)(i) and (b) above shall apply only from the period commencing on
April 1, 1996, with respect to the Systems listed in paragraph 4(a)(i), or the
date of the System Assumption with respect to any other Systems and ending on
the earlier of (x) the date on which the Transfer occurs and (y) September 30,
1997 if no Transfer occurs. No rent credit shall be payable with respect to
any System Assumption made on or after the Transfer.
5. The Proposed Transactions Generally. The documentation
for the Transfer, the Studio 1A Lease modification agreement and other
agreements necessary to consummate the Proposed Transactions will reflect the
following:
(a) Generally. Subject to the terms and conditions herein
set forth, GE/NBC will acquire, and the Investor Group will cause RCPI to
designate GE/NBC as the transferee from RCP and RCPA of, the Specified
Interests. It is the parties' understanding that, unless otherwise agreed by
the Investor Group, the Specified Interests to be conveyed to GE/NBC will
reflect substantially the same rights of possession and access as are
currently granted to NBC under the NBC Leases with respect to the NBC Premises
except as follows:
(i) at or prior to the Transfer, the condominium's
undivided interest in the ground floor lobbies (and, to the extent
applicable, the underground concourses) in the Buildings which now
constitute part of the "common elements" shall either at the
option of the Successor Owner (x) be made subject to a nominal
lease and management agreement with Successor Owner or its
designee for $1 per year, subject, however, to any Preservation
Agreement or Landmark Commission designation for such ground floor
lobbies (as the same may be modified or waived), or (y) be
reconstituted as a separate condominium unit to be owned by the
Successor Owner or its designee, and in either such case, the
condominium owners shall have no rights except for necessary
easements of access, passage, ingress and egress;
(ii) the condominium governance documents, including
the Condominium Declaration and Condominium By-laws, shall be
supplemented by an Occupancy Agreement pursuant to Section 5(c)
of this Agreement to provide for those limiting provisions now
contained in the NBC Leases and as contemplated or modified
herein which shall apply to occupancy and use by NBC of the
units relating to the Specified Interests to be acquired by
GE/NBC under this Agreement to wit, (i) the physical
description of condominium units, (ii) the use to which NBC may
put the NBC Premises, (iii) the requirements applicable to
subleasing or permitted occupancy of portions of the NBC
Premises, (iv) the manner in which changes and alterations may
be made in the NBC Premises, (v) similar matters relating to
operation of the NBC Premises and (vi) other matters agreed to
by the parties pursuant to Section 5(c) of this Agreement,
provided, however, except as contemplated in this Agreement, no
such limitations not already contained in such condominium
governance documentation or in the NBC Leases shall be imposed,
unless consented to by NBC, and further, provided that the
condominium governance documents shall provide that (x) NBC as
seller/lessee may engage in a bona fide sale and leaseback
transaction or other similar financing transaction so long as
NBC remains in occupancy after the conclusion thereof with
respect to the purchased condominium units and (y) NBC may
effect a sale or long term lease of a portion of the
condominium units subject to the terms hereof including the
restrictions on subletting contained in Schedule I to Annex A;
(iii) GE/NBC and the Successor Owner shall effect and
implement such necessary changes in the condominium governance
documentation as may be required or appropriate to give effect to
this Agreement, including the provisions contained in Annex A and
Annex B;
(iv) to the extent that the existing condominium
documentation provides to the owners of the units comprising the
NBC Premises greater physical or area rights of possession or
access in the Buildings than NBC enjoys under the applicable
provisions of the NBC Leases, Successor Owner and GE/NBC shall, by
one or more Occupancy Agreements, conform the prospective rights
of GE/NBC, as owner, to the existing rights of NBC under the
applicable provisions of the NBC Leases; and
(v) effective with the closing of the Transfer, the Ground
Lease shall be terminated with respect to the Buildings and the
underlying land.
(b) Timing. The parties will endeavor to provide that the
Transfer occurs on or before April 30, 1996, it being agreed that the Transfer
must occur pursuant to the RCP/RCPA reorganization plan on the Effective Date,
provided that the date of April 30, 1996 shall be subject to extension (but in
no event beyond May 31, 1996, unless otherwise mutually agreed to by the
parties) to the extent required to cause the Transfer to coincide with the
Effective Date. Following execution of this Agreement, the parties shall
undertake in good faith a review of all existing condominium governance
documents, and the drafting, negotiating, and agreement to any other documents
which may be required, including such documents as may be necessary to conform
to the IDA unit ownership on a continued basis, to permit closing of the
Transfer in accordance with this paragraph (b), and the Effective Date will be
simultaneous with the Transfer.
(c) Occupancy Agreements. The parties will review each of
the provisions now contained in the NBC Leases and all existing licensing
agreements (including ancillary and engineering agreements) relating
thereto in an attempt to reach mutual agreement regarding which of such
provisions, and any other provisions, will be embodied, or modified and
embodied, in an amended condominium declaration, restrictive covenants,
reciprocal easement and operating agreements or other agreement or
instruments running with the land (collectively, the "Occupancy
Agreements") binding on GE/NBC (as to the NBC Premises (which, for
clarification, does not include Studio 1A)), and the Successor Owner (as to
the balance of the Landmarked Properties) subsequent to the Transfer.
Certain terms relating to the Occupancy Agreements are described in Annex A
and Annex B (incorporated herein by reference). The parties confirm that
in general the review and restatement of the provisions of the NBC Leases
shall, except as specifically provided in this Agreement or as may be
inconsistent with this Agreement, continue the occupancy rights,
liabilities, and obligations of NBC with respect to the Buildings, but the
parties acknowledge that the required new format may necessarily require
certain changes, which they agree to negotiate in good faith to reach
agreement.
(d) Intentionally Omitted.
(e) Coordination of Landmarked Properties. The Occupancy
Agreements will implement and contain those provisions hereof or of the NBC
Leases relating to common areas of the Buildings or of the Landmarked
Properties, or the Landmarked Properties as a whole, which by their terms
express an intention to bind successors and assigns (and not just the
Successor Owner), such other parties to be bound by an Occupancy Agreement
running with the land.
(f) Studio 1A. NBC shall have four 5 year renewal options,
beginning in 2003, to rent the premises at 90% of FMV, and otherwise on the
same terms and conditions as set forth in the existing Studio 1A lease,
provided that the demised space will be used for an NBC broadcasting studio or
a similar use consistent with a premier office location and that contributes
to the promotion of the Landmarked Properties as a "media center" and a
tourist- destination facility in a similar manner that the use of Studio 1A
currently does.
(g) Tax Treatment. The parties shall agree to treat the
Proposed Transactions for tax purposes consistently with their respective
forms as set forth herein.
(h) Possible Escrow Close. The Investor Group shall
cooperate with any proposal GE/NBC may make in respect of a closing of the
Transfer in escrow, with title to pass on or about January 2, 1997; provided
that under no circumstances shall the Investor Group be required to agree to
any proposal that impairs in any material respect any right or benefit of the
Investor Group hereunder, or increases in any material respect any obligation
of the Investor Group hereunder, or creates a material liability or risk of
liability and, without limiting the foregoing, any such proposal shall provide
that (i) there shall be no condition to the release of such escrow other than
the passage of time, (ii) the Purchase Price shall be irrevocably paid in full
to the Successor Owner in the manner contemplated by the reorganization plan
no later than the delivery of the deed into escrow, which shall be the date
otherwise contemplated herein for the closing of the Transfer, and (iii) there
shall be no transfer or other taxes or other costs or expenses payable by the
Investor Group arising out of or in connection with any such closing in escrow.
(i) Radio City Music Hall. The provisions of Article
Thirty-Ninth of the Consolidated Lease and the Tower Lease shall no longer
apply.
(j) Subletting. The provisions of the third full paragraph
of Article Thirtieth of the Consolidated Lease shall no longer apply.
(k) Net Lease Period. References throughout this Agreement
to the provisions of the NBC Leases shall mean references to the NBC Leases
during the Net Lease Period, except where the context otherwise requires.
(l) No Upgrade Obligations. Landlord's obligations to
upgrade building services or systems (Sections 5, 20, 25(11), 25(23),
28B(d), 28F or in other provisions of the Consolidated Lease) shall no
longer apply.
(m) Limitations on Right to Lease. The limitations on
landlord's right to lease space for broadcasting or the business of
broadcasting set forth in the first eight lines of Article Thirty-Fourth of
the Consolidated Lease shall no longer apply.
(n) Signs. The reference to 500,000 rentable square feet of
the Leased Space in the second paragraph of Article Thirty-Fifth will be
deemed to refer to 300,000 rentable square feet of the Leased Space.
(o) Other.
(A) Successor Owner will cooperate, at no expense to
Successor Owner, with NBC in transferring the NBC Premises to any
GE Affiliate (at any time) in a manner that would not be subject
to transfer tax and any GE Affiliate may exercise the right of
GE/NBC to acquire the Specified Interests and the NBC Premises
pursuant to this Agreement in each case so long as NBC remains in
occupancy after the conclusion thereof.
(B) The parties will work together to structure the
employment of the service employees of the Center to minimize NYC
sales tax obligations to NBC and the Successor Owner.
(C) At the request of NBC, but at no cost to Successor
Owner and to the extent feasible, the parties will cooperate in
effecting the Transfer to an entity designated by GE/NBC under a
financing transaction so long as NBC remains in occupancy after
the conclusion thereof.
6. Default; Liquidated Damages. If GE/NBC, on the one hand,
or the Investor Group, on the other hand, defaults on its obligation to close
on the Transfer or to modify the Studio 1A Lease in accordance with the terms
hereof (it being agreed that a failure of a condition set forth herein to a
party's obligation to so close on the Transfer or modify the Studio 1A Lease
shall excuse such party's failure to do so), the defaulting party shall pay
the other party, as such other party's sole and exclusive remedy, liquidated
damages of THREE MILLION DOLLARS ($3,000,000.00), it being agreed and
acknowledged that owing to the difficulty, inconvenience, and uncertainty of
ascertaining actual damages for such default, such damages would be impossible
or impracticable to calculate, provided that in the event either GE/NBC or the
Investor Group files suit to enforce the other party's obligation to pay such
liquidated damages, the prevailing party in such suit shall be entitled to
recover reasonable attorneys' fees and costs of court incurred in connection
therewith.
7. Costs; Brokers; Taxes. Except as expressly provided
herein, all fees incurred by each party, including attorneys' fees, shall be
the sole cost of such party (it being acknowledged that any fees payable to CS
First Boston (or its affiliates) shall be borne by GE/NBC and any fees payable
to Goldman, Sachs & Co. (or its affiliates) shall be borne by the Investor
Group). Each of GE/NBC and the Investor Group (each, an "indemnitor") will
indemnify and hold the other harmless from and against any claim made by any
broker with whom such indemnitor has had dealings with respect to the
transactions contemplated herein. It is the parties' understanding and
expectation that no state and city transfer tax and no state transfer gains
tax shall be payable by either the Successor Owner (or any affiliate thereof,
including the Investor Group) or GE/NBC in connection with the Transfer or
related transactions and the parties shall cooperate in preparation, execution
and filing of any necessary tax returns or gains tax questionnaire forms
relating to the Transfer. In the event any transfer tax or transfer gains tax
shall be imposed, subject to Section 5(h), the protest thereof and payment of
any tax finally assessed shall be the responsibility of the Successor Owner;
provided, however, the Successor Owner's obligations to close on the Transfer
shall be subject to its satisfaction as to the absence of any transfer tax and
transfer gains tax liability.
8. Conditions to Close.
(a) Conditions to GE/NBC. The obligations of GE/NBC to
close on the Transfer shall be subject to the following conditions:
(i) No occurrence of any material adverse change with
respect to the NBC Premises, the IDA agreements, the ability of
the Investor Group to consummate the merger and acquire the Center
(except to the extent any of the same arises from the failure of
NBC to perform its contractual obligations under the NBC Leases or
otherwise).
(ii) The performance by the Investor Group of those
actions to be performed hereunder by the Investor Group at or
before the close of the Transfer (except to the extent any such
nonperformance is the result of any default on the part of
GE/NBC hereunder).
(iii) The receipt of any required IDA approval (including
board approval) regarding the Transfer, including any related
documents required to maintain substantially the same economics as
NBC would have enjoyed under the existing structure.
(iv) The receipt by GE/NBC of an executed FIRPTA affidavit
from the Successor Owner and RCP.
(v) Any other condition to GE/NBC's obligations provided
for elsewhere in this Agreement.
(b) Conditions to Investor Group. The obligations of the
Investor Group to cause the Transfer shall be subject to the following
conditions:
(i) No occurrence of any material adverse change with
respect to GE, NBC, the NBC Premises, the IDA agreements or the
Center.
(ii) The performance by GE/NBC of those actions to be
performed hereunder by GE/NBC at or before the close of the
Transfer (except to the extent any such nonperformance is the
result of any default on the part of the Investor Group
hereunder).
(iii) The receipt, on or before May 14, 1996, of any
required IDA board approval regarding the Transfer, and the
receipt of all other necessary IDA consents to the Transfer,
including any related documents required to maintain substantially
the same economics as NBC would have enjoyed under the existing
structure; provided that GE/NBC agrees to use all reasonable
efforts to obtain all such approvals and consents as soon as
possible after the date hereof including those which maintain such
existing economics and structure.
(iv) The receipt of any exemptive relief required of the
New York State Attorney General's Office in connection with the
modification of the existing condominium declaration or the
Transfer.
(v) The consummation of the merger with RCPI and the
Successor Owner's acquisition of the balance of the Landmarked
Properties in accordance with a RCP/RCPA reorganization plan
approved by the Investor Group (provided nothing herein shall be
construed as requiring the consummation of the merger concurrently
with or subsequent to the closing on the Transfer).
(vi) Any other condition to the Investor Group's
obligations provided for elsewhere in this Agreement.
9. GE and NBC Responsible for the Other. A default
hereunder on the part of GE or NBC shall be deemed to be a default on the part
of both such parties.
10. Limitation of Liability of the "Investor Group".
Notwithstanding anything herein to the contrary, nothing herein shall be
construed as imposing on the Investor Group, or as representing the Investor
Group's agreement to assume, any liability or any obligation for any agreement
made or contemplated to be made herein (whether before or after the
consummation of the Transfer) by the Successor Owner or, except as provided in
Sections 6 and 7 and Section 4(a) (to the extent of the granting by the
Investor Group of the authorization set forth therein), the Investor Group.
In addition, as used herein, unless otherwise expressly provided, Successor
Owner shall refer only to the owner of the Landmarked Properties or the
portion in question for so long as the Investor Group controls such entity,
except to the extent that the provisions of the Occupancy Agreement are
intended under this Agreement to run with the land and be binding upon such
other owners. Notwithstanding anything herein to the contrary and in no way
limiting the foregoing provisions of this Section 10, the Investor Group shall
have no liability under this Agreement from and after the consummation of the
Transfer.
11. GE Board Approval. It is understood by the Investor
Group that the Board of Directors of GE has not approved the Proposed
Transactions on behalf of GE. GE will submit the Proposed Transactions for
the consideration of its board of directors no later than April 23, 1996. The
Investor Group acknowledges that the approval of the Proposed Transactions
shall be a condition to GE/NBC's obligation to close on the Transfer in
accordance herewith, subject to the immediately succeeding sentence. Unless
GE/NBC notifies the Investor Group on or before the close of business on April
24, 1996, that such board approval has not been obtained, the condition
described in the immediately preceding sentence shall be deemed satisfied. If
such board approval is not given on or before April 23, 1996 (as the same may
be extended by the Investor Group), the Investor Group shall be permitted to
terminate this Agreement.
It is expressly understood that certain Board members of GE
have reviewed the proposed transaction prior to the execution of this
Agreement.
12. Certain Provisions Herein Deemed "Settlement"
Discussions. The parties agree that until such time, if any, as the Proposed
Transactions shall be consummated, the provisions herein that purport to
modify the NBC Leases or any other agreement currently existing between or
among NBC, RCP, RCPA, RGI or RCPI, or any other party, shall not be viewed as
an admission that the effectiveness of this Agreement is required to cause the
NBC Leases or other agreement in question to conform to such modified terms,
or the converse, and this Agreement shall be viewed, with respect to the NBC
Leases or such other agreement, in the manner of settlement discussions
between the parties and inadmissible as evidence to prove the interpretation
of a provision in the NBC Leases or such other agreement. The foregoing,
however, shall in no manner affect the effectiveness of the estoppel being
delivered concurrently herewith or the provisions of Sections 3 and 4 hereof.
13. Notices. Any notice, request, demand, instruction or
other communication to be given to either party hereunder shall be in writing,
and shall be deemed to be delivered upon the earlier to occur of (i) actual
receipt if delivered by hand, (ii) the third Business Day after deposit in
registered or certified United States Postal Service mail, return receipt
requested, postage prepaid, (iii) the first business day after pickup by
nationally recognized overnight courier, or (iv) upon receipt, by facsimile
(after facsimile or voice confirmation of receipt thereof), in each case,
addressed as follows:
If to GE/NBC:
Mr. Warren Jenson
Chief Financial Officer
National Broadcasting Company
30 Rockefeller Plaza
New York, New York 10112
Telephone: 212-664-7088
Facsimile: 212-246-5430
Mr. Larry Rutkowski
Vice President
National Broadcasting Company
30 Rockefeller Plaza
New York, New York 10112
Telephone: 212-664-5664
Facsimile: 212-765-3575
Mr. Charles Schoenherr
Regional Vice President
General Electric Capital Corporation
125 Park Avenue, 9th Floor
New York, New York 10017
Telephone: 212-850-8525
Facsimile: 212-573-9734
with copies to:
Stephen Stander, Esq.
Senior Vice President - Law
National Broadcasting Company
30 Rockefeller Plaza
New York, New York 10112
Telephone: 212-664-5107
Facsimile: 212-664-6572
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: Lawrence A. Kobrin, Esq.
Telephone: 212-701-3337
Facsimile: 212-269-5420
If to the Investor Group:
Whitehall Street Real Estate Limited Partnership V
85 Broad Street
New York, New York 10004
Attention: Mr. Ralph Rosenberg
Telephone: 212-902-1085
Facsimile: 212-902-3000
Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, New York 10022
Attention: Mr. Geoffrey P. Wharton
Telephone: 212-715-0301
Facsimile: 212-752-6349
Exor Group S.A.
Voltastrasse, 61
Zurich, Switzerland CH804-1
Attention: Siegfried Maron
Facsimile: 011-41-1-262-4212
Peter W. Herman, Esq.
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Telephone: 212-530-5743
Facsimile: 212-530-5219
Mr. Andreas Dracopolous
Troutlet Investments Corporation
39 East 51st Street
New York, New York 10022
Telephone: 212-486-7484
Facsimile: 212-843-9732
with copies to:
Sullivan & Cromwell
prior to May 10, 1996:
250 Park Avenue
New York, New York 10177
Attention: Arthur S. Adler
Telephone: 212-558-3960
Facsimile: 212-558-3792
from and after May 10, 1996:
125 Broad Street
New York, New York 10004
Attention: Arthur S. Adler
Telephone: 212-558-3960
Facsimile: 212-558-3588
Schulte, Roth & Zabel
900 Third Avenue
New York, New York 10022
Attention: Burton Lehman
Telephone: 212-758-0404
Facsimile: 212-593-5955
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Ernest Rubenstein
Telephone: 212-373-3342
Facsimile: 212-757-3990
The addresses and addressees for the purpose of this Section may be changed
(and the number of addressees, up to a maximum of eight (8) in the aggregate
per party, may be increased) by either party by giving written notice of such
change to the other party in the manner provided herein.
14. Counterparts. This Agreement may be executed in any
number of identical counterparts.
15. Entire Agreement and Modification. This Agreement
constitutes the entire agreement between GE/NBC and the Investor Group with
respect to the subject matter hereof and supersedes all prior agreements and
understandings (if any) relating to the subject matter hereof except for those
agreements, certificates and other writings (if any) being executed
contemporaneously herewith. This Agreement cannot be amended, modified or
altered, or any provision waived, except by an agreement in writing executed
by all parties hereto.
16. Binding Effect. This Agreement shall be binding upon the
parties and their respective successors and assigns and shall inure to the
benefit of the parties hereto and their respective permitted assigns.
17. No Third Party Beneficiaries. This Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.
18. Headings. Paragraph headings are for convenience of
reference only and shall in no way affect the interpretation of this
Agreement.
19. Including; Herein, Hereof etc. As used herein: the term
"including" or "include" shall be deemed to be followed by the phrase "without
limitation", and, unless the context shall otherwise require, the terms
"herein", "hereunder" and "hereof" shall each refer to this Agreement as a
whole (including any attachments incorporated herein by reference) and not to
the particular section or provision in which such term is used.
20. Governing Law. THE SUBSTANTIVE LAWS OF THE STATE OF NEW
YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF THIS AGREEMENT.
21. Obligations. Subject to Section 10, the obligations of
each of the members of the Investor Group hereunder shall be several, i.e.,
each member of the Investor Group shall be responsible only for its pro rata
share (based on its percentage set forth in Exhibit I hereto) of the
obligation in question, and each member of the Investor Group which is not a
resident or domiciliary of the State of New York hereby consents to service of
process and the jurisdiction of the appropriate courts sitting within the
State and City of New York and hereby appoints the person designated opposite
such member's name on Exhibit 1 hereto as such member's duly authorized agent
for service of process in the State of New York.
22. Authorization to Execute Stipulation. The Investor
Group hereby authorizes Karen E. Wagner, Esq. to execute on its behalf an
agreement in the form attached hereto as Exhibit 6.
23. Publicity. No party to this Agreement shall
disclose any of the specific terms of this Agreement (other than the
identity of the parties to the Agreement) to any third party without the
prior consent of the other parties, which consent shall not be unreasonably
withheld or delayed, except as may be required by law or court order and
except to such party's counsel, accountants and other advisers, RCPI, RCP
and RCPA and in connection with the confirmation of the Plan. Any such
disclosure shall be made under arrangements which preserve, to the extent
reasonably possible, the confidentiality provided in this paragraph.
Whitehall Street Real Estate Limited Partnership V
By: WH Advisors, L.P. V, general partner
By: WH Advisors, Inc. V, general partner
By: _________________________
Authorized Signatory
Rockprop L.L.C.
By: _______________________________
Name:
Title:
Prometheus Investors, L.L.C.,
a Delaware limited liability corporation
By Rock-Prometheus Corporation,
its Manager
By:_______________________________
Peter W. Herman
Vice President
Troutlet Investments Corporation
By:_______________________________
Name: Squire N. Bozorth
Title: Attorney-in-Fact
Gribble Investments (Tortola) BVI, Inc.
By: ______________________________
Squire N. Bozorth
Attorney-in-Fact
Weevil Investments (Tortola) BVI, Inc.
By: ______________________________
Squire N. Bozorth
Attorney-in-Fact
Exor Group S.A.
By: ______________________________
Name:
Title:
General Electric Company
By: ______________________
Name:
Title:
National Broadcasting Company, Inc.
By: ______________________
Name:
Title:
Exhibit 27
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 2, dated as of April 25, 1996, among ROCKEFELLER CENTER
PROPERTIES, INC., a Delaware corporation ("RCPI"), WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V, a Delaware limited partnership ("Whitehall"),
ROCKPROP, L.L.C., a Delaware limited liability company ("Rockprop"), DAVID
ROCKEFELLER ("Rockefeller"), EXOR GROUP S.A., a Luxembourg investment holding
company ("Exor"), TROUTLET INVESTMENTS CORPORATION, a British Virgin Islands
private company ("Troutlet", and together with Whitehall, Rockprop, Rockefeller
and Exor, the "Investors"), RCPI HOLDINGS INC., a Delaware corporation
("Parent"), RCPI MERGER INC., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), to the Agreement and Plan of Merger, dated as of
November 7, 1995, as amended by Amendment No. 1 thereto dated as of February
12, 1996 (the "Merger Agreement") among RCPI, Parent, Sub and the Investors.
WHEREAS, the parties hereto desire to amend the Merger Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Defined Terms; Section References.
Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings ascribed thereto in the Merger Agreement. Unless
otherwise indicated, all section references herein are to Sections of the
Merger Agreement.
2. GSMC Loans.
(a) Section 4.4 (b) shall be amended by adding the following
language immediately after the words "plus (C) $2.5 million to pay Permitted
Expenses if the Closing Date shall not have occurred on or before March 31,
1996,":
"plus (D) $1.7 million to pay Permitted Expenses if the Closing Date
shall not have occurred on or before April 30, 1996,".
(b) Section 4.4 (b) shall be further amended by replacing the words
"April 30, 1996" in the proviso in the second sentence with the words "May 31,
1996".
3. Certain Bankruptcy-related Matters.
The final sentence of Section 4.2 (h)(i) shall be revised by deleting
the words "March 31, 1996" and replacing such words with the words "May 31,
1996".
4. Additional Matters.
As of the date hereof, none of the Investors has actual knowledge of
the occurrence of a material adverse change in the financial condition of RCPI
or the financial or physical condition of the Property since December 31, 1994
within the meaning of Section 5.2 (c) and the Investors consent to an
extension of the term of the Employment Agreement referred to as item 2 of
Section 3.1 (k) of the RCPI Disclosure Schedule to the date which is seven
days after the date of the Closing.
5. Schedule A
Schedule A to the Merger Agreement shall be amended to include the
cash flow projections for RCPI set forth on Schedule 1 hereto.
6. Indemnification
Section 7.7 (b) shall be amended by deleting the words "director or
officer" which immediately precede the words "occurring before" in the first
sentence thereof, and replacing such deleted words with the words "director,
officer, employee, fiduciary or agent".
7. Termination Date.
Section 6.1 (d) shall be amended by deleting the words "April 30,
1996" from the first clause thereof, and replacing such words with the words
"May 31, 1996".
8. Miscellaneous
(a) This Amendment No. 2 shall be governed by and construed in
accordance with the laws of the State of New York (other than its rules of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby); provided, however, that with respect
to matters of corporate law, the DGCL shall govern.
(b) Except as amended hereby, the Merger Agreement shall in all
respects continue in full force and effect.
(c) This Amendment No. 2 may be executed in one or more
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has signed or caused this
Agreement to be signed as of the date first above written.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard M. Scarlata
_________________________________
Name: Richard M. Scarlata
Title: President and Chief
Executive Officer
RCPI HOLDINGS INC.
By: /s/ Ralph F. Rosenberg
_________________________________
Name: Ralph F. Rosenberg
Title: Vice President
RCPI MERGER INC.
By: /s/ Ralph F. Rosenberg
_________________________________
Name: Ralph F. Rosenberg
Title: Vice President
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V
By: W.H. Advisors L.P V,
General Partner
By: WH Advisors, Inc. V,
General Partner
By: /s/ Ralph F. Rosenberg
_________________________________
Name: Ralph F. Rosenberg
Title: Vice President
ROCKPROP, L.L.C.
By: Tishman Speyer Crown Equities
its Managing Member
By: Tishman Speyer Associates
Limited Partnership,
General Partner
By: /s/ Jerry I. Speyer
_________________________
Name: Jerry I. Speyer
Title: General Partner
By: TSE Limited Partnership,
General Partner
By: /s/ Charles H. Goodman
__________________________
Name: Charles H. Goodman
Title: General Partner
/s/ David Rockefeller
__________________________
David Rockefeller
By: /s/ Peter W. Herman
_________________________________
Peter W. Herman
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Ernest Rubenstein
_________________________________
Name: Ernest Rubenstein
Title: Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Squire N. Bozorth
_________________________________
Name: Squire N. Bozorth
Title: Attorney-in-Fact
For Purposes of Section 2 hereof
only:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate
Funding Corp.,
General Partner
By: /s/ Steven T. Mnuchin
__________________________
Name: Steven T. Mnuchin
Title: President
AMENDMENT NO. 2
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 2, dated as of April 25, 1996, between
Rockefeller Center Properties, Inc. ("RCPI") and Goldman Sachs Mortgage
Company ("GSMC") to the Supplemental Agreement, dated November 7, 1995, as
amended by Amendment No. 1 to the Supplemental Agreement, dated February 13,
1996 (as so amended, the "Supplemental Agreement"), between RCPI and GSMC.
WHEREAS, RCPI, Whitehall Street Real Estate Limited
Partnership V, Rockprop, L.L.C., David Rockefeller, Exor Group S.A., Troutlet
Investments Corporation, RCPI Holdings Inc. and RCPI Merger Inc. have entered
into Amendment No. 2 to the Agreement and Plan of Merger ("Amendment No. 2 to
the Merger Agreement"), dated as of April 25, 1996;
WHEREAS, GSMC and RCPI desire to amend the Supplemental
Agreement as set forth herein to conform to the relevant provisions of the
Merger Agreement, as amended by Amendment No. 2 to the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Supplemental Agreement. Unless otherwise indicated, all paragraph references
are to numbered paragraphs in the Supplemental Agreement.
2. Paragraph 1 shall be amended by adding the following
language immediately after the words "plus (C) $2.5 million to pay Permitted
Expenses if the Closing Date shall not have occurred on or before March 31,
1996":
"plus (D) $1.7 million to pay Permitted Expenses if the
Closing Date shall not have occurred on or before April 30,
1996".
3. Paragraph 3 shall be amended by replacing the words
"April 30, 1996" in the proviso with the words "May 31, 1996".
4. Except as amended hereby, all of the terms and
conditions of the Supplemental Agreement shall in all respects continue in
full force and effect.
5. This Amendment No. 2 to the Supplemental Agreement may
be executed in one or more counterparts, each of which shall be an original
and all of which, when taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the parties has signed or caused
this Amendment No. 2 to the Supplemental Agreement to be signed as of the date
first written above.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard Scarlata
________________________
Richard M. Scarlata
President and Chief
Executive Officer
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp.,
General Partner
By: /s/ Steven T. Mnuchin
______________________
Steven T. Mnuchin
President
