Exhibit 10.29
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement, dated November 7, 1995, by and among
Rockefeller Center Properties, Inc. ("RCPI") and Xxxxxxx Xxxxx Mortgage Company
("GSMC").
WHEREAS, RCPI, RCPI Holdings, Inc, RCPI Merger Inc., Whitehall Street
Real Estate Limited Partnership V, Rockprop, L.L.C., Xxxxx Xxxxxxxxxxx, Exor
Group S.A., Troutlet Investments Corporation and Xxxxxxx Xxxxx Mortgage Company
have entered into an Agreement and Plan of Merger (the "Merger Agreement"),
dated of even date herewith;
WHEREAS, in connection therewith GSMC has agreed to make available to
RCPI additional credit as more specifically provided therein and herein on the
terms and conditions set forth therein and herein.
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. GSMC shall make available to RCPI pursuant to this Supplemental
Agreement additional credit (the "Additional Credit") (secured pursuant to
existing security arrangements provided for in the Loan Documents, as defined in
the Loan Agreement, dated as of December 18, 1994, among RCPI, the Lenders
parties thereto, and GSMC, as Agent, (the "Loan Agreement"), as supplemented
pursuant to this Supplemental Agreement) in an aggregate principal amount not to
exceed the sum of (A) $33 million plus (B) $12 million to pay Permitted Expenses
(as defined in the Merger Agreement) if the Closing Date (as defined in the
Merger Agreement) shall not have occurred on or before December 31, 1995, in
each case under the terms of the Loan Agreement, as supplemented pursuant to
this Supplemental Agreement.
2. The parties hereto hereby agree that the terms of the Loan
Agreement, as hereby supplemented or expressly modified, shall apply to the
Additional Credit and that the Loan Agreement is hereby supplemented to provide
that (a) of the $33 million described in clause (A) of paragraph 1 above, an
amount sufficient to pay all interest that will become due from RCPI to
Whitehall Street Real Estate Limited Partnership V ("Whitehall") and GSMC on or
before December 31, 1995 shall be available only to pay such interest and (b) of
the $12 million described in clause (B) of paragraph 1 above, an amount
sufficient to pay all interest that will become due from RCPI to Whitehall and
GSMC on or before March 31, 1996 shall be available only to pay such interest.
3. The parties hereto hereby agree that (a) the amounts to be lent
by GSMC pursuant to this Supplemental Agreement may be borrowed by RCPI at any
time and from time to time after the date hereof, (b) once borrowed, such
amounts may be prepaid by RCPI at any time (without penalty), (c) once prepaid,
such amounts may not be reborrowed by RCPI and (d) any such amounts shall accrue
interest at a rate equal to 10% per annum (compounded quarterly) from the date
borrowed to the date due; provided that if any amounts loaned by GSMC pursuant
to this Supplemental Agreement shall not have been repaid by the earlier of
March 31, 1996 and the termination of the Merger Agreement pursuant to
Sections 6.1(b), 6.1(f) or 6.1(g) thereof, then any such borrowings (including
accrued interest) that remain outstanding shall be subject to all of the terms
and conditions (including interest rate and prepayment provisions) contained in
the Loan Agreement without give effect to the modifications of the terms thereof
effected by this Supplemental Agreement.
4. Except as otherwise expressly modified by this Supplemental
Agreement with respect to the Additional Credit provided hereunder, all of the
terms and conditions of the Loan Agreement shall remain in full force and
effect.
5. This 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
Agreement to be signed as of the date first above written.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXXXX XXXXX MORTGAGE COMPANY
By: Xxxxxxx Sachs Real Estate
Funding Corp., General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
