EXHIBIT 5
October 11, 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 Mortgage Company, Tishman Speyer Properties, L.P. and Xxxxx
Xxxxxxxxxxx (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:
1. The Proposal, dated October 1, 1995, shall remain open until the
close of business on Monday, October 16, 1995 (subject to the terms and
conditions contained in the Proposal).
2. The Investor Group Letter shall be amended by amending and
restating the first paragraph of the Transaction Structure set forth in
Annex 2 of the Investor Group Letter to read as follows:
Initial Investors
-----------------
GS/Whitehall: $220 million (50%)
Xxxxx Xxxxxxxxxxx: $ 20 million (approx. 5%)
Tishman Speyer: $ 20 million (approx. 5%)
Exor Group S.A. $ 90 million (approx. 20%)
Troutlet Investments Corporation $ 90 million (approx. 20%)
3. By executing this letter each of Exor Group S.A. (a Luxembourg
investment holding company, part of the Agnelli Group) and Troutlet
Investments Corporation (a British Virgin Islands private company, a
Niarchos investment company) shall become a party to the Investor Group
Letter, as amended hereby, as if it were a signatory thereto and agree to
participate in the Proposal on the terms and subject to the conditions set
forth therein and in the Investor Group Letter, as amended hereby.
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
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxxx
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxxxx
Attorney-in-Fact
