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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
(212) 902-1000
(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 [ ].
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Whitehall Street Real Estate Limited Partnership V
("Whitehall"), WH Advisors, L.P. V, WH Advisors, Inc. V, The Goldman Sachs
Group, L.P., Goldman, Sachs & Co. ("GS&Co"), RCPI Holdings Inc. ("RCPI
Holdings") and RCPI Merger Inc. ("RCPI Merger") hereby amend the report on
Schedule 13D, dated January 3, 1995, as amended by Amendment No. 1 thereto
dated September 12, 1995, Amendment No. 2 thereto dated September 19, 1995,
Amendment No. 3 thereto dated October 6, 1995, Amendment No. 4 thereto
dated October 6, 1995, Amendment No. 5 thereto dated October 10, 1995,
Amendment No. 6 thereto dated October 12, 1995, Amendment No. 7 thereto
dated October 18, 1995, Amendment No. 8 thereto dated November 9, 1995 and
Amendment No. 9 thereto dated February 20, 1996 (the "Schedule 13D"), filed
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.
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Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 17 immediately after
numbered paragraph 16 appearing therein:
(17) 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 23 hereto, which is incorporated herein by
reference.
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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 (n) and (o) immediately
after lettered paragraph (m) appearing therein:
(n) 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 24 and is incorporated herein by reference.
(o) 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 25 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
23 Agreement, dated as of April 23, 7
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,
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Inc., Exor Group S.A., General
Electric Company and National
Broadcasting Company, Inc.
24 Amendment No. 2 to the Agreement 27
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.
25 Amendment No. 2 to the 32
Supplemental Agreement, dated
April 25, 1996, between
Rockefeller Center Properties,
Inc. and Goldman Sachs Mortgage
Company.
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SIGNATURE
After reasonable inquiry and to our best knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 3, 1996
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
<PAGE> 1 Exhibit 23
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
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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.
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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. sec.sec.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,
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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
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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).
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(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
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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
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(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.
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(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 (sec.sec.5, 20, 25(11), 25(23), 28B(d), 28F or
in other provisions of the Consolidated Lease) shall no longer apply.
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(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
<PAGE>
<PAGE> 11
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.
<PAGE>
<PAGE> 12
(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
<PAGE>
<PAGE> 13
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
<PAGE>
<PAGE> 14
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
<PAGE>
<PAGE> 15
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
<PAGE>
<PAGE> 16
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
<PAGE>
<PAGE> 17
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.
<PAGE>
<PAGE> 18
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
<PAGE>
<PAGE> 19
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:
<PAGE>
<PAGE> 20
NATIONAL BROADCASTING COMPANY, INC.
By: ______________________
Name:
Title:
<PAGE> 1
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".
<PAGE>
<PAGE> 2
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.
<PAGE>
<PAGE> 3
(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
<PAGE>
<PAGE> 4
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
<PAGE>
<PAGE> 5
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
<PAGE> 1
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".
<PAGE>
<PAGE> 2
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
