Exhibit 23
AMENDMENT NO. 1
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 1, dated as of February 13, 1996, between
Rockefeller Center Properties, Inc. ("RCPI") and Xxxxxxx Xxxxx Mortgage
Company ("GSMC") to the Supplemental Agreement, dated November 7, 1995 (the
"Supplemental Agreement"), between RCPI and GSMC.
WHEREAS, RCPI, Whitehall Street Real Estate Limited Partnership
V, Rockprop, L.L.C., Xxxxx Xxxxxxxxxxx, Exor Group S.A., Troutlet Investments
Corporation, RCPI Holdings Inc. and RCPI Merger Inc., have entered into
Amendment No. 1 to the Agreement and Plan of Merger ("Amendment No. 1 to the
Merger Agreement"), dated as of February 12, 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. 1 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 (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":
"plus (C) $2.5 million to pay Permitted Expenses if the Closing
Date shall not have occurred on or before March 31, 1996".
3. Paragraph 2 shall be amended by replacing the word "and"
immediately prior to clause (b) with a "," and adding the following language
at the end of the sentence:
"and (c) of the $2.5 million described in clause (C) of
paragraph 1 above, an amount sufficient to pay all interest
that will become due from RCPI to Whitehall and GSMC on or
before April 30, 1996 shall be available only to pay such
interest".
4. Paragraph 3 shall be amended by replacing the words
"March 31, 1996" in the proviso with the words "April 30, 1996".
5. Except as amended hereby, all of the terms and conditions
of the Supplemental Agreement shall in all respects continue in full force and
effect.
6. The Amendment No. 1 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. 1 to the Supplemental Agreement to be signed as of the date
first written above.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
__________________________
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
XXXXXXX XXXXX MORTGAGE COMPANY
By: Xxxxxxx Sachs Real Estate Funding Corp.,
General Partner
By: /s/ Xxxxxx X. Xxxxxxx
__________________________
Xxxxxx X. Xxxxxxx
President
