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Exhibit 14
October 11, 1995
Tishman Speyer Properties, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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, ▇▇▇▇▇▇▇, Sachs & Co.,
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, Tishman Speyer Properties, L.P. and ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ (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%)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇: $ 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%)
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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
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ SACHS MORTGAGE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
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ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇*
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
*By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Attorney-in-Fact
