EXHIBIT 17
October 16, 1995
Tishman Speyer Properties, L.P.
Xxxxx Xxxxxxxxxxx
Exor Group S.A.
Troutlet Investments Corporation
Reference is made to the Letter Agreements, dated October 1,
1995, as amended by the Letter Agreement, dated October 6, 1995, among
Whitehall Street Real Estate Limited Partnership V, Xxxxxxx, Sachs & Co.,
Xxxxxxx Xxxxx Xxxxxx Company, Tishman Speyer Properties, L.P. and Xxxxx
Xxxxxxxxxxx, as further amended by the Letter Agreement dated October 11,
1995, among the parties hereto (collectively, the "Investor Group Letter"),
relating to their proposal to acquire Rockefeller Center Properties, Inc.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed thereto in the Investor Group Letter.
The parties hereto hereby agree as follows:
The Proposal, dated October 1, 1995, shall remain open until
the close of business of Monday, October 23, 1995 (subject to the terms and
conditions contained in the Proposal).
This letter 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.
If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
XXXXXXX, XXXXX & CO.
XXXXXXX SACHS MORTGAGE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
_________________________
Name: Xxxxxx X. Xxxxxxx
Title: Partner
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Xxxxx X. Xxxxxx
__________________________
Name: Xxxxx X. Xxxxxx
Title: President
/s/ Xxxxx Xxxxxxxxxxx
_________________________________________*
Xxxxx Xxxxxxxxxxx
*By: /s/ Xxxxx X. Xxxxxx
________________________________
Xxxxx X. Xxxxxx
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Xxxxxx Xxxxxxxxxx
____________________________________
Xxxxxx Xxxxxxxxxx
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
________________________________
Xxxxxxx X. Xxxxxxxxxxx
Attorney-in-Fact
