Exhibit 16 AGREEMENT AND PLAN OF MERGER

Exhibit 16

AGREEMENT AND PLAN OF MERGER

among

RCPI HOLDINGS INC.,

RCPI MERGER INC.,

the INVESTORS LISTED HEREIN

and

ROCKEFELLER CENTER PROPERTIES, INC.

Dated as of November 7, 1995

TABLE OF CONTENTS

Page

ARTICLE 1 THE MERGER . . . . . . . . . . . . . . . . . . 2

Section 1.1 The Merger . . . . . . . . . . . . . . 2
Section 1.2 Closing . . . . . . . . . . . . . . . . 2
Section 1.3 Effective Time . . . . . . . . . . . . 3
Section 1.4 Certificate of Incorporation and
By-laws . . . . . . . . . . . . . . . . 3
Section 1.5 Directors and Officers . . . . . . . . 3

ARTICLE 2 EFFECT OF THE MERGER ON THE CAPITAL STOCK OF RCPI
AND SUB; PAYMENT FOR SHARES . . . . . . . . . 3

Section 2.1 Effect on Capital Stock . . . . . . . . 3
(a) Conversion of Shares of Common Stock . 4
(b) Cancellation of Common Stock Owned by RCPI,
Parent and Sub . . . . . . . . . . . . 4
(c) Conversion of Shares of Sub Common Stock 4
Section 2.2 Payment for Common Stock . . . . . . . 4
(a) Exchange Agent . . . . . . . . . . . . 4
(b) Payment Procedures . . . . . . . . . . 4
(c) Further Ownership Rights in Common Stock 6
(d) Termination of Exchange Fund . . . . . 6
(e) No Liability . . . . . . . . . . . . . 6
Section 2.3 Dissenting Shares . . . . . . . . . . . 6
Section 2.4 Treatment of Warrants and SARs . . . . 7

ARTICLE 3 REPRESENTATIONS AND WARRANTIES . . . . . . . . 7

Section 3.1 Representations and Warranties of RCPI. 7
(a) Organization, Standing and Corporate
Power . . . . . . . . . . . . . . . . . 7
(b) Capitalization . . . . . . . . . . . . 7
(c) SEC Documents; Financial Statements;
Liabilities; Etc. . . . . . . . . . . . 8
(d) Authority . . . . . . . . . . . . . . . 10
(e) Compliance with Applicable Laws . . . . 11
(f) Government Approvals; Required
Consents . . . . . . . . . . . . . . . 11
(g) Non-Contravention . . . . . . . . . . . 12
(h) Litigation . . . . . . . . . . . . . . 12
(i) Taxes and Related Tax Matters . . . . . 13
(j) Certain Agreements . . . . . . . . . . 14
(k) Employee Benefits . . . . . . . . . . . 15
(l) The "Rockefeller Center" Name . . . . . 16
(m) Contracts . . . . . . . . . . . . . . . 16
(n) Absence of Certain Changes or Events . 16
(o) Recommendation of Board of Directors; Vote
Required . . . . . . . . . . . . . . . 17
(p) Opinion of Financial Advisor . . . . . 18
(q) Accuracy of Information Supplied . . . 18
(r) Proxy Statement . . . . . . . . . . . . 18

(s) Brokers or Finders . . . . . . . . . . 19
(t) Government Regulation . . . . . . . . . 19
(u) No Pending Condemnation or Eminent Domain
19
(v) Subordination of Certain Leases . . . . 20
(w) No Insolvency Proceeding . . . . . . . 20
(x) Insurance . . . . . . . . . . . . . . . 20
Section 3.2 Representations and Warranties of Parent,
Sub, Investors and GSMC . . . . . . . . 21
(a) Organization, Standing and Corporate
Power . . . . . . . . . . . . . . . . . 21
(b) Authority . . . . . . . . . . . . . . . 21
(c) Government Approvals; Required
Consents . . . . . . . . . . . . . . . 22
(d) Non-Contravention . . . . . . . . . . . 22
(e) Financing . . . . . . . . . . . . . . . 23
(f) Proxy Statement . . . . . . . . . . . . 23
(g) Brokers or Finders . . . . . . . . . . 23
(h) No Agreement . . . . . . . . . . . . . 23

ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . 24

Section 4.1 Mutual Covenants of RCPI, Parent, Sub, GSMC
and Each Investor . . . . . . . . . . . 24
(a) Satisfaction of Conditions; Additional
Agreements . . . . . . . . . . . . . . 24
(b) Confidentiality . . . . . . . . . . . . 24
(c) Publicity . . . . . . . . . . . . . . . 25
(d) Advice of Breach . . . . . . . . . . . 25
Section 4.2 Covenants of RCPI . . . . . . . . . . . 25
(a) Access to Information and Facilities . 26
(b) Ordinary Course . . . . . . . . . . . . 26
(c) Stockholders' Meeting; Fiduciary
Duties . . . . . . . . . . . . . . . . 30
(d) Preparation of the Proxy Statement . . 31
(e) Exclusivity . . . . . . . . . . . . . . 32
(f) New Leases; Approval Rights . . . . . . 32
(g) Notice of Default . . . . . . . . . . . 33
(h) Bankruptcy Cases . . . . . . . . . . . 33
(i) Prepayment of Xxxx/Xxxxxxx Xxxxx
Loans; Termination of Xxxx Agreements . 35
(j) Release . . . . . . . . . . . . . . . . 35
Section 4.3 Covenants of the Investors . . . . . . 35
(a) Releases . . . . . . . . . . . . . . . 35
(b) Investor Commitments . . . . . . . . . 35
Section 4.4 Covenants of GSMC and Whitehall . . . . 36
(a) GS Board Nominee . . . . . . . . . . . 36
(b) GSMC Loans . . . . . . . . . . . . . . 36
(c) No Exercise of SARs . . . . . . . . . . 37

ARTICLE 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . 37

iii

Section 5.1 Conditions to the Obligations of Parent,
Sub, the Investors and RCPI to Effect
the Merger . . . . . . . . . . . . . . 37
(a) Stockholder Approval . . . . . . . . . 37
(b) No Injunctions or Restraints . . . . . 37
(c) HSR Act . . . . . . . . . . . . . . . . 38
(d) Governmental Approvals . . . . . . . . 38
(e) Required Consents . . . . . . . . . . . 38
Section 5.2 Conditions to the Obligations of Parent,
Sub and the Investors . . . . . . . . . 38
(a) Accuracy of Representations and
Warranties . . . . . . . . . . . . . . 38
(b) Performance of Agreements . . . . . . . 39
(c) No Material Adverse Change . . . . . . 39
(d) Liabilities of RCPI . . . . . . . . . . 39
(e) Satisfactory Chapter 11 Plan . . . . . 40
(f) Termination of Xxxx Agreements . . . . 40
(g) Condition of the Property . . . . . . . 40
(h) Environmental Matters . . . . . . . . . 41
(i) Conveyance of Property . . . . . . . . 41
(j) No Taxes . . . . . . . . . . . . . . . 42
(k) Employee Benefits . . . . . . . . . . . 42
Section 5.3 Conditions to the Obligations of
RCPI . . . . . . . . . . . . . . . . . 43
(a) Accuracy of Representations and
Warranties . . . . . . . . . . . . . . 43
(b) Performance of Agreements . . . . . . . 43

ARTICLE 6 TERMINATION . . . . . . . . . . . . . . . . . . 43

Section 6.1 Termination . . . . . . . . . . . . . . 43
Section 6.2 Effect of Termination . . . . . . . . . 45

ARTICLE 7 GENERAL PROVISIONS . . . . . . . . . . . . . . 46

Section 7.1 Certain Definitions . . . . . . . . . . 46
Section 7.2 Notices . . . . . . . . . . . . . . . . 54
Section 7.3 Interpretation . . . . . . . . . . . . 57
Section 7.4 Waivers and Amendments . . . . . . . . 57
Section 7.5 Expenses and Other Payments . . . . . . 58
Section 7.6 Assignment . . . . . . . . . . . . . . 59
Section 7.7 Directors' and Officers' Insurance;
Indemnity . . . . . . . . . . . . . . . 59
Section 7.8 Non-Survival of Representations and
Warranties . . . . . . . . . . . . . . 61
Section 7.9 Entire Agreement; No Third Party
Beneficiaries . . . . . . . . . . . . . 61
Section 7.10 Governing Law . . . . . . . . . . . . . 61
Section 7.11 Counterparts . . . . . . . . . . . . . 62

EXHIBITS AND SCHEDULES

Schedule A Cash Flow Requirements

Schedule B Maximum Permitted RCPI Liabilities
Attachment 1 - Other Liabilities

Exhibit A Form of Certificate of Incorporation

Exhibit B Form of Release

Exhibit C Investor Commitments

RCPI Disclosure Schedule
Section 3.1(b)(ii) Capitalization
Section 3.1(c)(iii) Leases with Nondisturbance
Agreements
Section 3.1(c)(v) Subsidiaries
Section 3.1(e) Investigation and Reviews
by Governmental Entities
Section 3.1(f)(i) RCPI Governmental Approvals
Section 3.1(f)(ii) RCPI Required Consents
Section 3.1(h) Litigation
Section 3.1(i)(ii) Taxes and Related Tax
Matters
Section 3.1(j) Certain Agreements
Section 3.1(k) Employee Benefits
Section 3.1(m) Contracts
Section 3.1(n) Absence of Certain Changes
or Events
Section 3.1(x) Insurance
Section 4.2(b)(C) Bonuses, Etc.
Section 4.2(b)(K) Waivers, Etc.
Section 5.2(h) Environmental Matters

P&S Disclosure Schedule
Section 3.2(c)(i) Government Approvals;
Required Consents

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of
November 7, 1995, among ROCKEFELLER CENTER PROPERTIES, INC., a
Delaware corporation ("RCPI"), WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V, a Delaware limited partnership
("Whitehall"), ROCKPROP, L.L.C., a Delaware limited liability
company ("Rockprop"), XXXXX XXXXXXXXXXX ("Xxxxxxxxxxx"), EXOR
GROUP S.A., a Luxembourg investment holding company ("Exor"),
TROUTLET INVESTMENTS CORPORATION, a British Virgin Islands
private company ("Troutlet"), RCPI HOLDINGS INC., a Delaware
corporation ("Parent"), RCPI MERGER INC., a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub").
Whitehall, Rockprop, Rockefeller, Exor and Troutlet are
sometimes referred to herein collectively as the "Investors"
and individually as an "Investor." (Capitalized terms used
herein and not otherwise defined herein shall have the
meanings ascribed thereto in Section 7.1.)

WHEREAS, RCPI owns a $1.3 billion loan secured by
a mortgage on property in New York, New York, commonly known
as "Rockefeller Center," which is owned by Rockefeller Center
Properties ("RCP") and RCP Associates ("RCPA" and together
with RCP, the "Borrower"), each a New York partnership under
the control of Rockefeller Group, Inc., a New York corporation
("RGI");

WHEREAS, the Borrower has filed for protection
under Chapter 11 of the Bankruptcy Code in proceedings (the
"Borrower's Chapter 11 Case") pending in the United States
Bankruptcy Court for the Southern District of New York
(Case Nos. 95B42088 and 95B42089), has stopped making payments
under the 1985 Loan Agreement and is consequently in default
thereunder;

WHEREAS, the Board of Directors of RCPI has
determined that the merger of Sub with and into RCPI (the
"Merger") on the terms and subject to the conditions set forth
in this Agreement would be fair to, and in the best interests
of, RCPI's stockholders, and the Board of Directors of RCPI
has approved and adopted this Agreement and has approved the
Merger and the other transactions contemplated hereby;

WHEREAS, the Board of Directors of each of Parent
and Sub has determined that the Merger on the terms and
subject to the conditions set forth in this Agreement would be
fair to, and in the best interests of, its stockholders, and
the Board of Directors of each of Parent and Sub has approved
and adopted this Agreement and has approved

the Merger and the other transactions contemplated hereby; and

WHEREAS, each of RCPI, the Investors, Parent and
Sub wish to make certain representations, warranties and
agreements in connection with the Merger and to prescribe
various conditions to the Merger.

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:

ARTICLE 1

THE MERGER

Section 1.1 The Merger. Upon the terms and subject
to the conditions set forth in this Agreement, and in accordance
with the Delaware General Corporation Law (the "DGCL"), Sub shall
be merged with and into RCPI at the Effective Time. Upon and after
the Effective Time, the separate corporate existence of Sub shall
cease and RCPI shall be the surviving corporation in the
Merger (the "Surviving Company"). In accordance with the
DGCL, all of the rights, privileges, powers, immunities,
purposes and franchises of RCPI and Sub shall vest in the
Surviving Company, and all of the debts, liabilities,
obligations and duties of RCPI and Sub shall become the debts,
liabilities, obligations and duties of the Surviving Company.

Section 1.2 Closing. The closing of the Merger
(the "Closing") will take place at the offices of Xxxx, Weiss,
Rifkind, Xxxxxxx & Xxxxxxxx in New York City at 10:00 a.m. on
the fifth Business Day following the date on which the
conditions set forth in Article 5 (other than the delivery of
the certificates of RCPI and Parent referred to therein) have
been satisfied or waived by the party entitled to the benefit
of such conditions, or at such other place, time and date as
Parent and RCPI may agree. The date on which the Closing
occurs is referred to herein as the "Closing Date."

Section 1.3 Effective Time. On the Closing Date
(or on such other date as Parent and RCPI may agree), Parent,
Sub and RCPI shall cause a Certificate of Merger (the
"Certificate of Merger") to be executed and filed with the
Secretary of State of the State of Delaware in accordance with
the relevant provisions of the DGCL and shall make all other
filings or recordings required under the DGCL. The Merger
shall become effective at such time as the Certificate of
Merger is duly filed with the Secretary of State of the State
of Delaware, or at such later time as is specified in the
Certificate of Merger (the "Effective Time").

Section 1.4 Certificate of Incorporation and By-
laws. The Restated Certificate of Incorporation of RCPI shall
be amended and restated as of the Effective Time (or, at the
election of Parent, immediately following the Effective Time
Parent shall amend and restate the Restated Certificate of
Incorporation) to be substantially in the form attached hereto
as Exhibit A and as so amended and restated shall be the
Certificate of Incorporation of the Surviving Company until
thereafter changed or amended as provided therein or by
applicable Law. The By-laws of Sub at the Effective Time
shall be the By-laws of the Surviving Company until thereafter
changed or amended as provided therein or by applicable Law.

Section 1.5 Directors and Officers. The direc-
tors and officers of Sub at the Effective Time shall be the
directors and officers of the Surviving Company and shall hold
office until their respective successors are duly elected or
appointed and qualified or until their earlier death,
resignation or removal in accordance with the Certificate of
Incorporation and By-laws of the Surviving Company.

ARTICLE 2
EFFECT OF THE MERGER ON THE
CAPITAL STOCK OF RCPI AND SUB; PAYMENT FOR SHARES

Section 2.1 Effect on Capital Stock. At the Effective
Time, by virtue of the Merger and without any action on the part
of the holder of any shares of common stock, par value $.01 per
share, of RCPI ("Common Stock") or the holder of any shares of common
stock, par value $.01 per share, of Sub ("Sub Common Stock"):

(a) Conversion of Shares of Common Stock. Each
issued and outstanding share of Common Stock (other than
(i) shares of Common Stock held by RCPI or any of its
Subsidiaries as treasury shares, (ii) any shares of Common
Stock held by Parent or any of its Subsidiaries (including
Sub) and (iii) any Dissenting Shares (as defined below)) shall
be converted into the right to receive $8.00 per share net in
cash (the "Merger Consideration"), payable to the holder
thereof upon surrender of the certificate formerly
representing such shares in accordance with Section 2.2,
without interest thereon, less any required withholding taxes.
Each such share of Common Stock shall cease to be outstanding
and shall automatically be canceled and retired and shall
cease to exist, and each holder of a certificate formerly
representing any such shares of Common Stock shall cease to
have any rights with respect thereto, except the right to
receive the Merger Consideration to be paid in consideration
therefor upon surrender of such certificate in accordance with
Section 2.2, without interest thereon, less any required with-
holding taxes.

(b) Cancellation of Common Stock Owned by RCPI,
Parent and Sub. Each share of Common Stock that is owned by,
or by any Subsidiary of, RCPI or by Parent or any Subsidiary
of Parent (including Sub) shall automatically be canceled and
retired and shall cease to exist, and no consideration shall
be delivered in exchange therefor.

(c) Conversion of Shares of Sub Common Stock.
Each share of Sub Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted
into and become one validly issued, fully paid and non-
assessable share of common stock, par value $.01 per share, of
the Surviving Company.

Section 2.2 Payment for Common Stock.

(a) Exchange Agent. Prior to the Effective
Time, Parent shall designate a bank or trust company reason-
ably acceptable to RCPI to act as exchange agent in the Merger
(the "Exchange Agent"). At or prior to the Effective Time,
Parent or Sub shall deposit with the Exchange Agent the funds
necessary to make the payments contemplated by Section 2.1(a)
hereof (the "Exchange Fund").

(b) Payment Procedures. As soon as reasonably
practicable after the Effective Time, the Surviving Company
shall instruct the Exchange Agent to mail to each holder of
record of a certificate or certificates that immediately prior
to the Effective Time represented outstanding shares of Common
Stock (collectively, the "Certificates") whose shares were
converted into the right to receive the Merger Consideration
pursuant to Section 2.1(a), (i) a letter of transmittal (which
shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon
delivery of the Certificates to the Exchange Agent and shall
be in such form and have such other provisions as the
Surviving Company may reasonably specify) and
(ii) instructions for use in effecting the surrender of the
Certificates in exchange for payment of the Merger
Consideration. Upon surrender of a Certificate for cancella-
tion to the Exchange Agent, together with such letter of
transmittal, duly executed, and such other documents as
reasonably may be required by the Exchange Agent, and
acceptance thereof by the Exchange Agent, each holder of a
Certificate shall receive in exchange therefor the Merger
Consideration specified in Section 2.1(a) hereof, without
interest thereon, less any required withholding taxes, and the
Certificate so surrendered shall forthwith be canceled. The
Exchange Agent shall accept such Certificates upon compliance
with such reasonable terms and conditions as the Exchange
Agent may impose to effect an orderly exchange thereof in
accordance with normal exchange practices. After the
Effective Time, there shall be no further transfer on the
books and records of RCPI or its transfer agent of
Certificates, and if Certificates are presented to RCPI for
transfer, they shall be canceled against payment of the

Merger Consideration as herein provided. If any payment of
Merger Consideration is to be made to a Person other than the
Person in whose name the Certificate surrendered for exchange
is registered, it shall be a condition of such payment that
the Certificate so surrendered shall be properly endorsed,
with the signature guaranteed, or otherwise in proper form for
transfer and that the Person requesting such payment shall pay
any transfer or other taxes required by reason of the payment
to a Person other than the registered holder of the Certif-
icate surrendered, or establish to the satisfaction of the
Surviving Company that such tax has been paid or is not
applicable. Until surrendered as contemplated by this
Section 2.2, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to
receive upon such surrender the Merger Consideration, without
interest thereon, less any required withholding taxes.

(c) Further Ownership Rights in Common Stock.
The Merger Consideration paid upon the surrender for exchange
of Certificates in accordance with the terms of this Article 2
shall be deemed to have been paid in full satisfaction of all
rights pertaining to the shares of Common Stock theretofore
represented by such Certificates. If, after the Effective
Time, Certificates are presented to the Surviving Company or
the Exchange Agent for any reason, they shall be canceled and
exchanged as provided in this Article 2.

(d) Termination of Exchange Fund. Any portion
of the Exchange Fund that remains undistributed to the former
stockholders of RCPI for six months after the Effective Time
shall be delivered to the Surviving Company upon demand, and
any former stockholders of RCPI who have not theretofore
complied with this Article 2 shall thereafter look only to the
Surviving Company for payment of their claim for any Merger
Consideration, without interest thereon, less any required
withholding taxes.

(e) No Liability. None of Parent, Sub, RCPI or
the Exchange Agent shall be liable to any Person in respect of
any Merger Consideration delivered to a public official
pursuant to any applicable abandoned property, escheat or
similar law.

Section 2.3 Dissenting Shares. Notwithstanding
anything in this Agreement to the contrary, shares of Common
Stock outstanding immediately prior to the Effective Time held
by a holder (if any) who is entitled to demand, and who
properly demands, appraisal for such shares in accordance with
Section 262 of the DGCL ("Dissenting Shares") shall not be
converted into the right to receive the Merger Consideration
unless such holder fails to perfect or otherwise loses such
holder's right to appraisal, if any. If, after the Effective
Time, such holder fails to perfect or loses any such right to
appraisal, such shares shall be treated as if they had been
converted as of the Effective Time into the

right to receive the Merger Consideration, without interest
thereon, less any required withholding taxes. RCPI shall give
prompt notice to Parent of any demands received by RCPI for
appraisal of shares of Common Stock, and Parent shall have the
right to participate in and direct all negotiations and
proceedings with respect to such demands. Except with the
prior written consent of Parent, RCPI shall not make any
payment with respect to, or settle or offer to settle, any
such demands.

Section 2.4 Treatment of Warrants and SARs.

As of the Effective Time, each Warrant and SAR
issued and outstanding immediately prior to the Effective Time
shall automatically be canceled and retired and shall cease to
exist, and no consideration shall be delivered in exchange
therefor.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of RCPI.
RCPI represents and warrants to each of the Investors, Parent and
Sub as follows:

(a) Organization, Standing and Corporate Power.
Each of RCPI and each of its Subsidiaries is duly organized,
validly existing and in good standing under the laws of its
jurisdiction of organization with all requisite power and
authority to engage in its business as currently conducted and
to own the assets and properties currently owned by it. Each
of RCPI and each of its Subsidiaries is licensed or qualified
to do business and is in good standing as a foreign
corporation in each jurisdiction in which such qualification
is necessary or advisable for the carrying out of its
business. True, correct and complete copies of the
certificate of incorporation and by-laws of each of RCPI and
each of its Subsidiaries as in effect on the date hereof, and
all minutes of all meetings (or written consents in lieu of
meetings) of the Board of Directors (and all committees
thereof) and stockholders of RCPI shall have been made
available to Parent on or prior to the Closing.

(b) Capitalization.

(i) The authorized capital stock of RCPI
consists of 150,000,000 shares of Common Stock, par value $.01
per share, 38,260,704 of which are currently issued and
outstanding. All of such shares of Common Stock (A) are
validly issued, fully paid and nonassessable and (B) are free
of preemptive rights. There are no shares of capital stock of
RCPI held in the treasury of RCPI, and except in respect of
the outstanding Warrants and SARs, RCPI's Dividend
Reinvestment Plan and the RCPI Indenture, no shares of capital
stock of RCPI are currently reserved for

issuance for any purpose or upon the occurrence of any event
or condition.

(ii) Except as set forth on
Section 3.1(b)(ii) of the RCPI Disclosure Schedule, no shares
of capital stock or other equity securities of RCPI are issued
or outstanding or reserved for any other purpose, and there
are no subscriptions, options, warrants, calls, rights,
convertible securities or other agreements or commitments of
any character to which RCPI is a party relating to the issued
or unissued capital stock or other equity securities or
ownership interests of RCPI (or the purchase, sale, issuance,
repurchase, redemption, acquisition, transfer, disposition,
holding or voting thereof).

(iii) Except as provided in
Article ELEVENTH of the Restated Certificate of Incorporation
of RCPI, RCPI has no outstanding bonds, debentures, notes or
other obligations whose holders have the right to vote with
the holders of Common Stock on any matter.

(i) RCPI has made available to Parent a
true and complete copy of each form, report, schedule,
registration statement and definitive proxy statement filed by
RCPI with the SEC since January 1, 1992 (as such documents
have since the time of their filing been amended or
supplemented, the "RCPI SEC Documents"), which are all the
documents (other than preliminary material) that RCPI was
required to file with the SEC since such date. As of their
respective dates, the RCPI SEC Documents (other than
preliminary material) complied in all material respects with
the requirements of the Securities Act or the Exchange Act, as
applicable, and none of the RCPI SEC Documents (including all
financial statements included therein and exhibits and
schedules thereto and documents incorporated by reference
therein) contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

(ii) The financial statements (including
the notes thereto) of RCPI included in the RCPI SEC Documents
comply as to form in all material respects with the applicable
accounting requirements and with the rules and regulations of
the SEC with respect thereto, have been prepared in accordance
with GAAP consistently applied (except as may be indicated in
the notes thereto) and present fairly in accordance with GAAP
the financial position of RCPI as of the dates thereof and the
results of operations and cash flows of RCPI for the periods
then ended (subject, in the case of unaudited financial
statements, to normal year-end adjustments).

(iii) RCPI has good title to all of its
real property and material assets, including, without
limitation, the Mortgage Note and the Mortgage, free and clear
of all Liens (other than Permitted Liens and the restrictions
on transfer contained in the 1985 Loan Agreement). RCPI has
not granted to any Person (other than any holder of a
Permitted Lien) any rights, recorded or unrecorded, in the
Mortgage or the Mortgage Note. To RCPI's knowledge, no
Person, other than RCPI or any holder of a Permitted Lien, has
any right or option, recorded or unrecorded, to acquire the
Property or any portion thereof or interest therein (except
for (x) presently existing rights to renew leases and to lease
additional space and (y) rights to renew leases and to lease
additional space under leases entered into in accordance with
the terms of this Agreement after the date hereof).
Section 3.1(c)(iii) of the RCPI Disclosure Schedule sets forth
or describes, as of the date hereof, each lease for space in
the Property in respect of which RCPI has entered into a
nondisturbance agreement, and RCPI has made available to
Parent all such nondisturbance agreements. The Mortgage is a
valid lien on all the Property and on the Lessor's interest in
all Leases (each as defined in the Mortgage), with a priority
in all material respects no less than its priority as of
September 19, 1985, except for any Permitted Liens and as such
priority may be affected by the subordination referred to in
Clause (ii) of Recital G to the Amendment and Restatement of
the Mortgage, dated as of December 1, 1988, and the execution
and delivery of Leases (as so defined) after the date of
recordation of the Assignment of Rents. Except for breaches
and defaults described on Section 3.1(c)(iii) of the RCPI
Disclosure Schedule, to the knowledge of RCPI, no Person has
materially breached any term of the Mortgage or the Mortgage
Note, and no circumstance exists that constitutes (with or
without notice or lapse of time or both) a default under the
Mortgage or the Mortgage Note. The outstanding aggregate
principal amount of the Mortgage Note is $1,300,000,000.

(iv) RCPI is the beneficiary under the
Title Insurance and, subject to the Collateral Trust
Agreement, has the right to assign its rights under the Title
Insurance as provided for therein.

(v) Except as set forth on Sec-
tion 3.1(c)(v) of the RCPI Disclosure Schedule, RCPI does not
have (nor has it ever had) any direct or indirect
Subsidiaries, either wholly or partially owned, and RCPI does
not hold any direct or indirect economic, voting or management
interest in any Person or directly or indirectly own any
security issued by any Person.

(vi) Other than (A) the Combination
Agreement and (B) nondisturbance agreements with respect to
the leases set forth or described on Section 3.1(c)(iii) of
the RCPI Disclosure Schedule and nondisturbance agreements in
form reasonably satisfactory to Parent with respect to

leases entered into in accordance with the terms of this
Agreement after the date hereof, RCPI has never been a party
to a merger or consolidation and has not otherwise assumed or
become liable for the obligations of any other Person.

(d) Authority. RCPI has all requisite
corporate power and authority to enter into this Agreement and
to perform its obligations hereunder and to consummate the
transactions contemplated hereby, subject in the case of the
Merger, to the approval of this Agreement by the stockholders
of RCPI in accordance with the DGCL. The execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of
RCPI, and no other corporate proceedings on the part of RCPI
are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby, subject in the case of the
Merger, to the approval of this Agreement by the stockholders
of RCPI and the filing of the Certificate of Merger with the
Secretary of State of the State of Delaware in accordance with
the DGCL. This Agreement has been duly and validly executed
and delivered by RCPI and constitutes a valid and binding
obligation of RCPI enforceable against RCPI in accordance with
its terms, subject in the case of the Merger, to the approval
of this Agreement by the stockholders of RCPI in accordance
with the DGCL, and except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent
transfer, moratorium, reorganization or similar laws affecting
the enforcement of creditors' rights generally and by
equitable limitations on the availability of specific
remedies.

(e) Compliance with Applicable Laws. Each of
RCPI and each of its Subsidiaries holds all material permits,
licenses, variances, exemptions, orders and approvals of all
Governmental Entities required in connection with the
operation of the businesses of RCPI and its Subsidiaries (the
"RCPI Permits"); RCPI and its Subsidiaries are in material
compliance with the terms of all RCPI Permits; and, except as
RCPI has previously disclosed in writing to Parent, the
businesses of RCPI and its Subsidiaries are not being
conducted in violation of any Law in any material respect. As
of the date of this Agreement, except as set forth on
Section 3.1(e) of the RCPI Disclosure Schedule, no investiga-
tion or review by any Governmental Entity with respect to RCPI
or any of its Subsidiaries is pending or, to the knowledge of
RCPI, threatened, nor to the knowledge of RCPI, has any Gov-
ernmental Entity indicated an intention to conduct the same.

(f) Government Approvals; Required Consents.

(i) No material consent, approval or
authorization of, or declaration or filing with, or notice to,
any Governmental Entity on the part of RCPI is required in
connection with the execution or delivery by RCPI of this
Agreement, the consummation by RCPI of the transactions con-
templated hereby or compliance by RCPI with the provisions
hereof, other than (A) the filing of the Certificate of Merger
with the Secretary of State of the State of Delaware in
accordance with the DGCL, (B) filings with the SEC and any
applicable national securities exchange, (C) filings under
state securities or "Blue Sky" laws, (D) filings under the HSR
Act and (E) as otherwise set forth on Section 3.1(f)(i) of the
RCPI Disclosure Schedule (any such consents, approvals,
authorizations, declarations, filings or notices specified in
clauses (A) through (E) being referred to as the "RCPI
Governmental Approvals").

(ii) No consent, approval or action of, or
filing with, or notice to, any Person (other than a
Governmental Entity) is required in connection with the
execution or delivery by RCPI of this Agreement, consummation
by RCPI of the transactions contemplated hereby or compliance
by RCPI with the provisions hereof, other than (A) the
approval of this Agreement by the holders of the Common Stock
in accordance with the DGCL, (B) as set forth on
Section 3.1(f)(ii) of the RCPI Disclosure Schedule and (C) any
consent, approval, action, filing or notice that if not
obtained or made would not, individually and in the aggregate,
have a Material Adverse Effect on RCPI (any such consents,
approvals, actions, filings or notices specified in clauses
(A) and (B) being referred to as the "RCPI Required
Consents").

(g) Non-Contravention. The execution and
delivery of this Agreement by RCPI do not, and the consumma-
tion of the transactions contemplated hereby and compliance by
RCPI with the provisions hereof will not, (i) conflict with or
result in any violation of any provision of the Restated
Certificate of Incorporation or By-laws of RCPI; (ii) if the
RCPI Required Consents are obtained or given, as the case may
be, result in any violation or breach of, or result in a
modification of the effect of, or constitute (with or without
notice or lapse of time or both) a default under or give rise
to any right of termination, cancellation or acceleration
under any material Contract to which RCPI is a party or by or
to which it or any of its properties may be bound or subject,
or result in the creation of any Lien upon the properties of
RCPI, in each case pursuant to the terms of any such Contract;
(iii) if the RCPI Governmental Approvals are obtained, result
in any violation of any Law applicable to RCPI in any material
respect; or (iv) if the RCPI Governmental Approvals and the
RCPI Required Consents are obtained or given, as the case may
be, result in the violation, revocation or suspension of any
RCPI Permit.

(h) Litigation. Except as set forth on
Section 3.1(h) of the RCPI Disclosure Schedule and except for
Permitted Litigations, there are no actions, suits, arbitra-
tions, regulatory proceedings or other litigation, proceedings
or governmental investigations pending or, to the knowledge of
RCPI, threatened against or affecting RCPI or any of its
Agents in their capacity as such, or any of RCPI's properties
or businesses. RCPI is not subject to any order, judgment,
decree, injunction, stipulation or consent order specifically
naming RCPI of any court or other Governmental Entity. RCPI
has not entered into any agreement to settle or compromise any
proceeding pending or threatened against it that has involved
any obligation other than the payment of money or for which
RCPI has any continuing obligation.

(i) Taxes and Related Tax Matters.

(i) For all taxable years from and after
the year in which RCPI was organized through the most recent
December 31, RCPI has been subject to taxation as a real
estate investment trust (a "REIT") under Subchapter M of the
Code and has satisfied all requirements to qualify as a REIT
for such years. In addition, assuming hypothetically that (i)
RCPI's taxable year in which the Merger occurs were to close
immediately prior to the Closing, and (ii) all recordkeeping
and notice requirements in respect of such year will be
complied with, then, without giving effect to the Merger, RCPI
will be for such hypothetical short year subject to taxation
as a REIT under Subchapter M of the Code and will satisfy all
requirements to qualify as a REIT for such year. RCPI is not
aware of any fact or circumstance that could reasonably be
expected to prevent it from continuing so to qualify until the
time immediately prior to the Closing (without giving effect
to the Merger).

(ii) Except as set forth on
Section 3.1(i)(ii) of the RCPI Disclosure Schedule or as would
not, individually and in the aggregate, have a Material
Adverse Effect on RCPI:

(A) All Taxes required to be paid on or before
the date hereof by or with respect to RCPI and its
Subsidiaries have been timely paid, and any Taxes required to
be paid by or with respect to RCPI and its Subsidiaries (or
any of them) after the date hereof and on or before the
Effective Time shall be timely paid.

(B) All Tax Returns required to be filed by or
with respect to RCPI or its Subsidiaries on or before the date
hereof have been timely filed. All Tax Returns required to be
filed by or with respect to RCPI or any of its Subsidiaries
after the date hereof and on or before the Effective Time
shall be prepared and timely filed in a manner consistent with
prior years and applicable Laws. No penalties or other
charges are or will become due with respect to the late filing
of any Tax Return of RCPI or any

of its Subsidiaries or payment of any Tax of RCPI or any of
its Subsidiaries required to be filed or paid on or before the
Effective Time.

(C) With respect to all Tax Returns filed by
or with respect to RCPI and any of its Subsidiaries, no audit
is in progress and no waiver or agreement for an extension of
time has been executed with respect to any date on which any
Tax Return was or is to be filed and no waiver or agreement
has been executed for the extension of time for the assessment
or payment of any Tax.

(D) There are no liens for Taxes upon the
assets of RCPI or any of its Subsidiaries except liens for
current Taxes not yet delinquent.

(E) RCPI has provided Parent copies of all
revenue agent reports and related schedules related to pending
Tax audits of RCPI or any of its Subsidiaries or any
predecessor thereof or any of its Subsidiaries. Neither RCPI
nor any of its Subsidiaries has received any notice of
deficiency, assessment or proposed deficiency or assessment
from any federal, state, local or foreign taxing authority,
and neither RCPI nor any of its Subsidiaries has been advised
by any such authority that any such notice is forthcoming.

(F) RCPI has not filed a consent to the
application of Section 341(f) of the Code.

(G) Neither RCPI nor any of its Subsidiaries
has made or become obligated to make, or will become obligated
as a result of any event connected with any transaction
contemplated herein to make, any "excess parachute payment"
as defined in Section 280G of the Code.

(H) Neither RCPI nor any of its Subsidiaries
is subject to any joint venture, partnership or other
arrangement or contract that is treated as a partnership for
Federal income tax purposes.

(j) Certain Agreements. Except as set forth on
Section 3.1(j) of the RCPI Disclosure Schedule and except for
this Agreement, as of the date of this Agreement, neither RCPI
nor any of its Subsidiaries is a party to any oral or written
plan, including any stock option plan, stock appreciation
right plan, restricted stock plan or stock purchase plan, any
of whose benefits will be increased, or the vesting of whose
benefits will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement or the value of
any of whose benefits will be calculated on the basis of any
of the transactions contemplated by this Agreement. RCPI has
made available to Parent copies of the plans listed on Section
3.1(j) of the RCPI Disclosure Schedule.

(k) Employee Benefits.

(i) Except as set forth on Section 3.1(k)
of the RCPI Disclosure Schedule, neither RCPI nor any of its
Subsidiaries is a party to or participates in or has any
liability or contingent liability with respect to (A) any
"employee welfare benefit plan" or "employee pension benefit
plan" as those terms are respectively defined in sections 3(1)
and 3(2) of ERISA (collectively, the "Plans"); (B) any
retirement or deferred compensation plan, incentive
compensation plan, stock plan, unemployment compensation plan,
vacation pay, severance pay, bonus or benefit arrangement,
insurance or hospitalization program or any other fringe
benefit arrangements for any current or former Agent, whether
pursuant to contract, arrangement, custom or informal
understanding, that does not constitute an "employee benefit
plan" (as defined in section 3(3) of ERISA); or (C) any
employment, consulting or similar agreement. RCPI has made
available to Parent true and complete copies of all plans,
arrangements and agreements set forth on Section 3.1(k) of the
RCPI Disclosure Schedule.

(ii) Except as set forth on Section 3.1(k)
of the RCPI Disclosure Schedule, neither RCPI nor any of its
Subsidiaries contributes to, has contributed to, or has any
liability or contingent liability with respect to, any
multiemployer plan (as defined in section 3(37) of ERISA).

(iii) Except for violations or instances of
noncompliance or nonperformance specifically described on
Section 3.1(k) of the RCPI Disclosure Schedule, each of RCPI
and each of its Subsidiaries (A) is in compliance with and not
in default with respect to statutes, orders, rules and
regulations under ERISA and the Code applicable to any Plans
sponsored by RCPI; (B) has performed all obligations required
to be performed by it with respect to such Plans; (C) is not
in violation, and has no knowledge of any default or violation
of any third party, in respect of any of the Plans; and
(D) has properly and timely made all required contributions,
has fully funded on a termination basis the Plans and has
maintained and operated each Plan intended to qualify under
section 401(a) of the Code in compliance with the requirements
of section 401(a) of the Code (and has maintained and operated
any related trust in compliance with the requirements of
section 501(a) of the Code.)

(iv) Except pursuant to any agreement set
forth on Section 3.1(k) of the RCPI Disclosure Schedule or in
the RCPI SEC Documents, the consummation of the transactions
contemplated by this Agreement will not, without additional
discretionary action by RCPI, any of RCPI's Subsidiaries,
Parent or Sub with respect to current or former Agents of
RCPI, entitle any individual to severance pay or accelerate
the time of payment or vesting of, increase the amount of, or
satisfy a condition to the compensation due to any individual.

(l) The "Rockefeller Center" Name. RCPI has
not sold, conveyed, assigned, pledged or otherwise transferred
or disposed of any rights in or to the "Rockefeller Center"
name or any variation thereof, nor has RCPI granted to any
Person any license or any other right to use the "Rockefeller
Center" name or any variation thereof. The foregoing shall
not imply that RCPI has or has had any such rights.

(m) Contracts. Section 3.1(m) of the RCPI
Disclosure Schedule lists (i) all the material Contracts to
which RCPI or any of its Subsidiaries is a party or by which
RCPI or any of its Subsidiaries is bound or to which any of
the assets or properties of RCPI or any of its Subsidiaries is
subject and (ii) any material licenses, certificates or
permits that RCPI or any of its Subsidiaries holds or to which
RCPI or any such Subsidiary is subject. RCPI has made
available true and complete copies of each document listed on
Section 3.1(m) of the RCPI Disclosure Schedule and a written
description of each oral arrangement so listed. Except for
defaults, breaches or violations described on Section 3.1(m)
or Section 3.1(c)(iii) of the RCPI Disclosure Schedule,
neither RCPI nor any of its Subsidiaries is, and, to the
knowledge of RCPI, no other parties thereto are, in default,
breach or violation of any such contracts. Except for the
Combination Agreement and the Investment Agreement, RCPI is
not a party to any agreement, arrangement or understanding of
any kind with Xxxxxx Xxxx ("Xxxx"), any of Xxxx'x Affiliates
or any party to the Combination Agreement or the Investment
Agreement.

(n) Absence of Certain Changes or Events.
Except for any change, occurrence or circumstance described on
Section 3.1(n) of the RCPI Disclosure Schedule and except as
contemplated by this Agreement, since December 31, 1994, RCPI
has conducted its businesses only in the ordinary course of
business consistent with past practices, and as of the date of
this Agreement, there has not been (i) unless and to the
extent required to meet the qualification rules for a REIT
under Section 857(a) of the Code or to avoid any excise tax
under Section 4981 of the Code, any declaration, setting aside
or payment of any dividend or other distribution (whether in
cash, stock or property) with respect to any of RCPI's capital
stock or any return of any capital or other distribution of
assets to stockholders of RCPI; (ii) any investment by RCPI
either by the purchase of any property or assets or by any
acquisition (by merger, consolidation or acquisition of stock
or assets) of any corporation, partnership or other business
organization or division thereof; (iii) any sale, disposition
or other transfer of assets or properties of RCPI in excess of
$250,000 individually or $1,000,000 in the aggregate (other
than the repayment of Debt or other liabilities as required by
the agreements with respect thereto and subject to the terms
of RCPI's other agreements as in effect as of the date
hereof); or (iv) any change, occurrence or circumstance of any
character (whether or not in the ordinary course of

business) that, individually or in the aggregate, has had or
would have a Material Adverse Effect on RCPI. For the
purposes of the foregoing, the phrase "ordinary course of
business consistent with past practices" shall include changes
in the ordinary course of business of RCPI instituted as a
result of, and shall take into account the effects of, the
Borrower's Chapter 11 Case (it being understood that such
construction shall not relieve RCPI of any of its obligations
under this Agreement).

(o) Recommendation of Board of Directors; Vote
Required. The Board of Directors of RCPI has unanimously
approved this Agreement, the Merger and the other
transactions contemplated hereby and, subject to Section
6.1(g) hereof, has determined to recommend to its stockholders
(the "Recommendation") that its stockholders vote in favor of
the adoption and approval of this Agreement. The provisions
of clause (a)(ii) of paragraph A of Article EIGHTH of the
Restated Certificate of Incorporation of RCPI have been
satisfied. Assuming that the holders of at least 62.5% of the
Warrants and SARs approve this Agreement pursuant to the sixth
paragraph of the December 1994 Letter, the affirmative vote of
a majority of the votes that the holders of the outstanding
shares of Common Stock are entitled to cast with respect to
the adoption and approval of this Agreement is the only vote
of the holders of any class or series of the capital stock of
RCPI necessary to approve the Merger and the other
transactions contemplated hereby.

(p) Opinion of Financial Advisor. RCPI has
received the opinion of PaineWebber Incorporated, dated the
date hereof, to the effect that, as of such date, the Merger
Consideration is fair to the RCPI stockholders from a
financial point of view, and such opinion has not been
withdrawn.

(q) Accuracy of Information Supplied. Neither
this Agreement nor any schedule, exhibit, written statement,
list, document or certificate furnished or to be furnished by
or on behalf of RCPI to Parent, Sub or any of their Agents or
Affiliates in connection with this Agreement or any of the
transactions contemplated hereby, taken as a whole, contains
or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary to make
the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading.

(r) Proxy Statement.

(i) On the date the Proxy Statement is
first mailed to RCPI's stockholders, at the time of the
Stockholders' Meeting (as hereinafter defined) and at the
Effective Time, the Proxy Statement will comply in all
material respects with the requirements of the Exchange Act
and will not contain any statement that, at such time and in

light of the circumstances under which it is made, is false or
misleading with respect to any material fact, or omits to
state any material fact required to be stated therein or
necessary to make the statements therein not false or
misleading or necessary to correct any statement in any
earlier communication with respect to the solicitation of
proxies for the Stockholders' Meeting that shall have become
false or misleading; provided, however, that the
representations and warranties in this subsection shall not
apply to statements in or omissions from the Proxy Statement
made in reliance upon and in conformity with information
furnished to RCPI in writing by or on behalf of Parent, Sub or
any Investor (or any Affiliate of any Investor) expressly for
use in the Proxy Statement.

(ii) The accountants who certified the
financial statements and supporting schedules of RCPI included
(or incorporated by reference) or to be included (or
incorporated by reference) in the Proxy Statement are
independent public accountants as required by the Securities
Act.

(iii) The financial statements of RCPI
included (or incorporated by reference) or to be included (or
incorporated by reference) in the Proxy Statement present or
will present fairly the financial position of RCPI and its
consolidated Subsidiaries as of the dates indicated and the
results of their operations for the periods specified in
accordance with GAAP (subject, in the case of unaudited
financial statements, to normal year-end adjustments), and the
supporting schedules included (or incorporated by reference)
or to be included (or incorporated by reference) in the Proxy
Statement present or will present fairly the information
required to be stated therein in accordance with GAAP. Except
as otherwise stated in the Proxy Statement, such financial
statements have been or will have been prepared in conformity
with GAAP consistently applied.

(s) Brokers or Finders. Except as otherwise
disclosed herein or in the Schedules attached hereto, no
broker, finder or investment banker (other than PaineWebber
Incorporated) is entitled to any brokerage, finder's or other
fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on
behalf of RCPI. RCPI has heretofore made available to Parent
a complete and correct copy of all agreements between RCPI and
PaineWebber Incorporated pursuant to which such firm would be
entitled to any payment relating to the transactions
contemplated hereby.

(t) Government Regulation. RCPI is not subject
to regulation under the Public Utility Holding Company Act of
1935, the Federal Power Act, or the Interstate Commerce Act,
each as amended. In addition, RCPI is not (i) an "investment
company" registered or required to be registered under the
Investment Company Act of 1940, as

amended, and is not controlled by such a company, or (ii) a
"holding company," or a "subsidiary company" or a "holding
company," or an "affiliate" of a "holding company" or of a
"subsidiary" of a "holding company," within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

(u) No Pending Condemnation or Eminent Domain.
RCPI has no knowledge of any pending or threatened
condemnation or eminent domain proceedings that would affect
the Property.

(v) Subordination of Certain Leases. To the
knowledge of RCPI, each of the lease, dated July 1, 1982,
between RCP and Radio City Music Hall Productions, Inc., and
the lease, dated July 15, 1985, between RCP and Rockefeller
Center Management Corporation ("RCMC") relating to the parking
garage located at the Property, if and as each such lease has
been amended and supplemented, is subject and subordinate to
the Mortgage, and none of the tenants under such leases has
any rights of nondisturbance under such leases. RCPI has not
entered into any agreement pursuant to which RCPI has agreed
to recognize the rights of Rockefeller Center
Telecommunications Corporation ("RCTC") under that certain
Franchise Agreement, dated September 7, 1985, for the
Provision of Telecommunications Services between RCMC and
RCTC, as it may be amended, notwithstanding a foreclosure on
the Property pursuant to the Mortgage.

(w) No Insolvency Proceeding. No proceeding
for relief under the Bankruptcy Code or for similar relief
under the laws of any state has been commenced by or against
RCPI.

(x) Insurance. Section 3.1(x) of the RCPI
Disclosure Schedule sets forth a list of all policies or
binders of fire, liability, product liability and other
insurance held by or on behalf of RCPI or any of its Sub-
sidiaries (the "Insurance Policies"), and a brief description
of each Insurance Policy, including (i) the amount of any
deductible under such Insurance Policy, (ii) a description of
each pending claim under such Insurance Policy of more than
$50,000, (iii) the aggregate amounts paid out under such
Insurance Policy through the date hereof and (iv) the
aggregate limit, if any, of the insurer's liability under such
Insurance Policy. The Insurance Policies insure against risk
and liabilities to the extent and in the manner deemed
appropriate and sufficient by RCPI. RCPI and its Subsidiaries
are not in default with respect to any provision contained in
any Insurance Policy and have not failed to give any notice or
present any claim under any such Insurance Policy in a due and
timely fashion. Except with respect to any Insurance Policies
that are to be replaced as indicated on Section 3.1(x) of the
RCPI Disclosure Schedule, RCPI and its Subsidiaries have
received no notice of cancellation or non-renewal of, or
denial of coverage under, any Insurance Policy. RCPI has made
available to Parent copies of each Insurance Policy.

Section 3.2 Representations and Warranties of
Parent, Sub, Investors and GSMC. Each Investor represents and
warrants to RCPI (with respect to itself and each of Parent
and Sub), Parent represents and warrants to RCPI (with respect
to itself and Sub) and each of Sub and Xxxxxxx Xxxxx Mortgage
Company ("GSMC") represents and warrants (with respect to
itself) (provided that in the case of GSMC, all references to
this Agreement throughout this Section 3.2 shall mean only the
Sections of this Agreement by which GSMC is bound as indicated
on the signature pages hereof) as follows:

(a) Organization, Standing and Corporate Power.
Each of Parent, Sub, GSMC and each of the Investors (other
than Rockefeller) is a corporation, partnership or limited
liability company duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization.

(b) Authority. Each of Parent, Sub, GSMC and
each of the Investors has all requisite power and authority to
enter into this Agreement and to perform its obligations
hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary action, if any,
on the part of each of Parent, Sub, GSMC and each of the
Investors and no other organizational proceedings on the part
of any of Parent, Sub, GSMC or any of the Investors are
necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by each of Parent,
Sub, GSMC and each of the Investors and constitutes a valid
and binding obligation of each of Parent, Sub, GSMC and each
of the Investors enforceable against each of Parent, Sub, GSMC
and each of the Investors in accordance with its terms, except
as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, fraudulent transfer,
reorganization or similar laws affecting the enforcement of
creditors' rights generally and by equitable limitations on
the availability of specific remedies.

(i) No material consent, approval or
authorization of, or declaration or filing with, or notice to,
any Governmental Entity on the part of Parent, Sub, GSMC or
any Investor is required in connection with the execution or
delivery by any of them of this Agreement, or the consummation
by Parent, Sub, GSMC or any Investor of the transactions
contemplated hereby or compliance by Parent, Sub, GSMC or any
Investor with the provisions hereof, other than (A) the filing
of the Certificate of Merger with the Secretary of State of
the State of Delaware in accordance with the DGCL, (B) filings
under the HSR Act and (C) as

otherwise set forth in Section 3.2(c)(i) of the P&S Disclosure
Schedule (any such consents, approvals, authorizations,
declarations, filings or notices specified in clauses (A)
through (C) being referred to as "P&S Governmental
Approvals").

(ii) No material consent, approval or
action of, or filing with, or notice to, any Person (other
than a Governmental Entity) is required in connection with the
execution or delivery by Parent, Sub, GSMC or any Investor of
this Agreement, the consummation by Parent, Sub, GSMC or any
Investor of the transactions contemplated hereby or compliance
by Parent, Sub, GSMC or any Investor with the provisions
hereof, other than those that if not obtained or made would
not, individually and in the aggregate, have a material
adverse effect on the ability of Parent, Sub, GSMC or such
Investor, as the case may be, to consummate the Merger or the
other transactions contemplated hereby.

(d) Non-Contravention. The execution and
delivery of this Agreement by each of Parent, Sub, GSMC and
each of the Investors do not, and the consummation of the
transactions contemplated hereby and compliance by each of
Parent, Sub, GSMC and each of the Investors with the
provisions hereof will not (i) conflict with or result in any
violation of any provision of the certificate of incorporation
or by-laws or equivalent organizational documents, in each
case as amended to date, of Parent, Sub, GSMC or any Investor
(other than Rockefeller); (ii) result in any violation or
breach of, or result in a modification of the effect of, or
constitute (with or without notice or lapse of time or both) a
default under or give rise to any right of termination,
cancellation or acceleration under, any material Contract to
which Parent, Sub, GSMC or any Investor is a party or by or to
which any of them or any of their properties may be bound or
subject, or result in the creation of any Lien upon the
properties of Parent, Sub, GSMC or any Investor in each case
pursuant to the terms of any such Contract; or (iii) if the
P&S Governmental Approvals are obtained, result in any xxxxx-
tion of any Law applicable to Parent, Sub, GSMC or any
Investor in any material respect.

(e) Financing. Each Investor has, and at the
Closing will have, available to it all the funds necessary to
satisfy its obligation under Section 4.3(b).

(f) Proxy Statement. The information supplied
by each of Parent, Sub and each of the Investors for inclusion
in the Proxy Statement will not, on the date the Proxy
Statement is first mailed to stockholders of RCPI, at the time
of the Stockholders' Meeting and at the Effective Time,
contain any statement that, at such time and in light of the
circumstances under which it is made, is false or misleading
with respect to any material fact, or omits to state any
material fact required to be stated therein or necessary in
order to make the statements therein not false

or misleading or necessary to correct any statement in any
information previously supplied by any of Parent, Sub or any
Investor for inclusion in the Proxy Statement that shall have
become false or misleading.

(g) Brokers or Finders. No broker, finder or
investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on
behalf of Parent, Sub or any Investor.

(h) No Agreement. As of the date hereof,
there is no agreement between any of the Investors, Parent,
Sub or any of their respective Affiliates, on the one hand,
and Mitsubishi Estates Corporation, RGI or any of their
respective Affiliates, on the other hand, with respect to the
transactions contemplated hereby.

ARTICLE 4

COVENANTS

Section 4.1 Mutual Covenants of RCPI, Parent,
Sub, GSMC and Each Investor. With respect to itself only,
each of RCPI, each of the Investors, Parent, Sub and, with
respect to Sections 4.1(a) and (b) only, GSMC agrees that,
except as expressly contemplated or permitted by this Agreement,
it shall comply with the following covenants:

(a) Satisfaction of Conditions; Additional
Agreements. Subject to the terms and conditions of this
Agreement, each party hereto agrees to use its reasonable best
efforts to cause the conditions set forth in Article 5 of this
Agreement to be satisfied, and to take, or cause to be taken,
all action and to do, or cause to be done, all things
necessary, proper or advisable under applicable Laws to
consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement, including
cooperating fully with the other parties, including by provi-
sion of information and making of all necessary filings in
connection with, among other things, the HSR Act.

(b) Confidentiality. From and after the date
hereof, each party hereto shall, and shall use its best
efforts to cause its Affiliates and its and their respective
Agents to, keep secret and hold in strictest confidence any
and all documents and information identified by any other
party as confidential and furnished to such first party
(whether before or after the date hereof) in connection with
the transactions contemplated hereunder, other than the
following: (i) information that has become generally
available to the public other than as a result of a disclosure
by such party, its Affiliates or its Agents; (ii) information
that has become available to such party or an Agent of such
party on a nonconfidential basis from a third party having, to
the knowledge of such party (after

reasonable inquiry), no obligation of confidentiality or other
legal or fiduciary obligation of secrecy to a party to this
Agreement and that has not itself, to the knowledge of such
party (after reasonable inquiry), received such information
directly or indirectly in breach of any such obligation; (iii)
information that is required to be disclosed by applicable Law
or pursuant to any listing agreement with, or the rules or
regulations of, any securities exchange on which securities of
such party or any such Affiliate are listed or traded; (iv)
disclosures made by any party as shall be reasonably necessary
in connection with obtaining the RCPI Required Consents; and
(v) disclosures required in connection with the Borrower's
Chapter 11 Case. If any party hereto is required to disclose
any such confidential information pursuant to applicable Law,
such party shall promptly notify each other party in writing,
which notification shall include the nature of the legal
requirement and the extent of the required disclosure, and
shall cooperate with each other party to preserve the
confidentiality of such information consistent with applicable
Law. In the event the transactions contemplated by this
Agreement are not consummated, each party hereto shall return
all materials in its possession containing confidential infor-
mation belonging to another party and shall not use any such
information for any purpose whatsoever.

(c) Publicity. Except as otherwise required by
applicable Law or the rules or regulations of any securities
exchange on which the securities of such party or any Affil-
iate of such party are listed or traded, no party shall issue
or cause the publication of any press release or other public
announcement with respect to the transactions contemplated by
this Agreement without the consent of each other party, and in
any event, each party agrees that it shall give each other
party reasonable opportunity to review and comment upon any
such release or announcement prior to publication of the same.

(d) Advice of Breach. RCPI, on the one hand,
and Parent, on the other hand (the "notifying party"), shall
promptly notify the other in writing of any material breach of
any covenant hereunder by the notifying party (and, in the
case of Parent, by Sub, GSMC or any Investor) and of any event
occurring subsequent to the date of this Agreement of which
the notifying party becomes aware that renders any
representation or warranty of the notifying party (and, in the
case of Parent, of Sub, GSMC or any Investor) contained herein
untrue or inaccurate in any material respect. Information
provided to a party pursuant to this Section shall not be
deemed to cure any breach of any representation, warranty or
covenant of the notifying party (and, in the case of Parent,
of Sub, GSMC or any Investor) made in this Agreement.

Section 4.2 Covenants of RCPI. During the period
from the date of this Agreement and continuing until the
earlier of the Closing and the termination of this

Agreement in accordance with Section 6.1, RCPI agrees that,
except as expressly permitted by this Agreement, or to the
extent that Parent shall otherwise consent in writing:

(a) Access to Information and Facilities. RCPI
shall give Parent and its Agents reasonable access during
normal business hours to all of the facilities, properties,
books, Contracts, commitments and records of RCPI and shall
make the officers of RCPI available to Parent and its Agents
as Parent shall from time to time reasonably request pursuant
to reasonable notice. RCPI shall make available to Parent and
its Agents (x) all financial statements, rent rolls,
environmental reports, engineering reports and other similar
documents relating to the Property upon receipt thereof from
the Borrower (or, with respect to any such documents received
prior to the date hereof, promptly following the date hereof),
(y) all filings with the SEC made by or relating to RCPI as
promptly as reasonably practicable after filing, in the case
of filings made by RCPI, or receipt, in the case of filings
made by unrelated third parties, and (z) all information
concerning RCPI that Parent and its Agents may reasonably
request (provided that such information shall not be required
to include any information related to the consideration by
RCPI's Board of Directors of the Merger or any Alternate
Transaction, except as required by Section 4.2(e) hereof).
Notwithstanding the foregoing, to the extent that making any
documents or information available to Parent and its Agents
pursuant to clause (x) or (z) would violate any
confidentiality agreement to which RCPI is a party as of the
date hereof, RCPI shall not be obligated to do so; provided,
however, that RCPI shall, in such event, (A) use reasonable
best efforts to obtain waivers of any such confidentiality
agreement to the extent necessary to permit RCPI to make such
documents and information available to Parent and its Agents
and (B) notify Parent promptly to the extent that it is
prohibited from making any such documents or information
available to Parent and its Agents under any such
confidentiality agreement.

(b) Ordinary Course. Except as may otherwise
be expressly provided by the terms of this Agreement, RCPI
shall (and shall cause each of its Subsidiaries to)
(i) operate only in the ordinary course of business consistent
with past practices, (ii) not take or permit any action or
omission that would cause any of the representations or
warranties of RCPI contained herein to become inaccurate in
any material respect or any of the covenants of RCPI to be
breached in a material manner, and (iii) take such reasonable
steps as may be within its power prior to the Closing so that
it shall continue to qualify to be taxed as a REIT, based on
the income and assets of RCPI for the periods prior to the
Closing, as long as a REIT is accorded substantially the same
treatment under the United States income tax laws from time to
time in effect as under Sections 856-860 of the Code, in
effect at the date of this Agreement, as originally executed.
For the purposes of the

foregoing, the phrase "ordinary course of business consistent
with past practices" shall include changes in the ordinary
course of business of RCPI instituted as a result of, and
shall take into account the effects of, the Borrower's Chapter
11 Case (it being understood that such construction shall not
relieve RCPI of any of its obligations under this Agreement).

Except as may be required by Law or as expressly
provided by the terms of this Agreement, RCPI shall not (and
shall cause each of its Subsidiaries not to):

(A) declare or pay any dividend on, or
make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, Common Stock
or other equity securities unless and to the extent required
to meet qualification rules for a REIT under Section 857(a) of
the Code or to avoid any excise tax under Section 4981 of the
Code;

(B) authorize for issuance, issue,
deliver, sell or agree or commit to issue, sell or deliver
(whether through the issuance or granting of options,
warrants, commitments, subscriptions, rights to purchase or
otherwise), pledge or otherwise encumber any shares of its
capital stock, any other voting securities or any securities
convertible into, or any rights, warrants or options to
acquire, any such shares, voting securities or convertible
securities or any other securities or equity equivalents
(including without limitation stock appreciation rights);

(C) except as described on Sec-
tion 4.2(b)(C) of the RCPI Disclosure Schedule or except with
respect to annual bonuses made in the ordinary course of
business consistent with past practice, adopt or amend in any
material respect any bonus, profit sharing, compensation,
severance, termination, stock option, stock appreciation
right, pension, retirement, employment, consulting or other
employee benefit agreement, trust, plan or other arrangement
for the benefit or welfare of any current or former director,
officer, consultant or employee of RCPI or increase in any
manner the compensation or fringe benefits of any current or
former director, officer, consultant or employee of RCPI or
any of its Subsidiaries, or pay any benefit not required by
any existing arrangement or agreement or place any assets in
any trust for the benefit of any director, officer or employee
of RCPI;

(D) amend its Restated Certificate of
Incorporation or By-laws;

(E) acquire or agree to acquire (x) by
merging or consolidating with, or by purchasing a substantial
portion of the stock or assets of, or by any other manner, any
business or any corporation, partnership, joint venture,
association or other business organization or

division thereof or (y) any assets that are material,
individually or in the aggregate, to RCPI;

(F) (x) sell, lease, license, mortgage
or otherwise encumber or subject to any Lien (other than
Permitted Liens), or otherwise dispose of or transfer any of
its real property or material assets, whether now owned or
hereafter acquired (other than the repayment of Debt or other
liabilities as required by the agreements with respect thereto
and subject to the terms of RCPI's other agreements as in
effect as of the date hereof), (y) sell any of its real
property or material assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable or
notes with recourse to it) or (z) assign any right to receive
income;

(G) incur any Debt, issue or sell any
debt securities or warrants or other rights to acquire any
debt securities of RCPI or any of its Subsidiaries, guarantee
any debt securities of another person, enter into any "keep
well" or other agreement to maintain any financial statement
condition of another Person or enter into any arrangement
having the economic effect of any of the foregoing, except for
Debt permitted to be incurred after December 31, 1995 under
Section 4.4(b) hereof to fund Permitted Expenses (as
hereinafter defined);

(H) make any loans, advances or capital
contributions to, or investments in, any other Person;

(I) form, create or acquire any
Subsidiary;

(J) incur or make payments with respect
to any general and administrative expenses or any other
expenditures or commitments of any kind, except for (x) the
payment of interest on any Debt pursuant to the terms of the
agreements with respect thereto, (y) general and
administrative expenses in amounts not to exceed the amounts
identified as "Total G&A Expenses" on Schedule A incurred or
paid during the months set forth on Schedule A and
(z) payments required to be made under interest rate swap
agreements to which RCPI is a party as of the date hereof in
amounts not to exceed the amounts identified as "Swap
Expenses" on Schedule A paid during the months set forth on
Schedule A (together with any "Transaction Costs" set forth on
Schedule B, the payments referred to in clauses (x), (y) and
(z) being referred to as "Permitted Expenses"); provided that
any amounts to be incurred or paid pursuant to clause (y) or
(z) in any month in accordance with Schedule A may be paid in
any subsequent month rather than in the scheduled month;

(K) except as described on
Section 4.2(b)(K) of the RCPI Disclosure Schedule, waive,
release, grant, or transfer any rights of value or modify or

change in any material respect any material existing license,
lease, Contract or other document (including, without
limitation, the RCPI Indenture);

(L) adopt a plan of complete or partial
liquidation or resolutions providing for or authorizing such a
liquidation or a dissolution, merger, consolidation,
restructuring, recapitalization or reorganization;

(M) (x) amend or in any way waive or
modify in any manner adverse to RCPI or the Investors (other
than in connection with any debtor-in-possession financing
permitted by clause (Q) below) any provision of the Mortgage
or the Mortgage Note or the 1985 Loan Agreement or the
Purchase Option or (y) exercise the rights granted to it in
the Purchase Option and Article X of the 1985 Loan Agreement;

(N) change any of its accounting
principles, unless required by the SEC or the Financial
Accounting Standards Board;

(O) settle or compromise any shareholder
derivative or class action suits arising out of the
transactions contemplated hereby or any other litigation
(whether or not commenced prior to the date of this Agreement)
or settle, pay or compromise any claims not required to be
paid, individually in an amount in excess of $100,000 and in
the aggregate in an amount in excess of $1,000,000, other than
in consultation and cooperation with Parent, and with respect
to any such settlement, with the prior written consent of
Parent (which consent shall not be unreasonably withheld);

(P) enter into any transaction or series of
transactions with any Affiliate of RCPI or otherwise that
would be required to be disclosed pursuant to Item 404 of
Regulation S-K other than on terms and conditions
substantially as favorable to RCPI as would be obtainable by
RCPI at the time of such transaction with a Person that is not
an Affiliate of RCPI;

(Q) consent to or approve (x) any debtor-
in-possession financing other than the debtor-in-possession
financing approved by order of the Bankruptcy Court on October
30, 1995 (the "DIP Facility"), as limited by that certain
Stipulation and Order Supplementing Cash Collateral Orders in
Connection with Debtor in Possession Financing (the
"Stipulation"), except that RCPI shall not consent to any
borrowings under subparagraph 1(iii) or (iv) of the
Stipulation, or (y) any application of the proceeds of any
debtor-in-possession financing that deviates from the uses
approved by the Bankruptcy Court or permitted by the
Stipulation, in either case, without Parent's written consent,
which shall not be unreasonably withheld or delayed; or

(R) agree to take any of the actions
described in clauses (A) through (Q) above.

(c) Stockholders' Meeting; Fiduciary Duties.
Promptly after the date hereof, RCPI shall give notice of and
take all other action necessary in accordance with the DGCL,
its Restated Certificate of Incorporation and By-laws and the
Exchange Act to convene and hold a meeting of RCPI's
stockholders (the "Stockholders' Meeting") as promptly as
practicable after the date hereof to, among other things,
consider and vote upon this Agreement, and RCPI shall consult
with Parent with respect to the date, time and location of,
agenda for, and all other arrangements with respect to such
meeting. The Board of Directors of RCPI shall not withdraw or
modify or propose to withdraw or modify in a manner adverse to
Parent or Sub the Recommendation, unless the Board of
Directors of RCPI concludes in good faith based on the advice
of outside legal counsel that such action is necessary for the
Board of Directors of RCPI to comply with its fiduciary
obligations to stockholders under applicable Law. Unless the
Recommendation shall have been withdrawn or modified in a
manner adverse to Parent, RCPI shall use its reasonable best
efforts to solicit from stockholders of RCPI proxies in favor
of the approval and adoption of this Agreement and to secure
the vote or the consent of the stockholders required by the
DGCL and its Restated Certificate of Incorporation and By-laws
to approve and adopt this Agreement.

(d) Preparation of the Proxy Statement.

(i) As soon as practicable following the
date of this Agreement, with all reasonably necessary
assistance from Parent, RCPI shall prepare and cause to be
filed with the SEC the Proxy Statement. The Proxy Statement
shall comply with all applicable provisions of the Exchange
Act, including, without limitation, Rule 14a-9 thereunder.
RCPI shall provide Parent and its Agents with reasonable
opportunity to review and comment upon the Proxy Statement
prior to the filing thereof with the SEC or the distribution
thereof to the stockholders of RCPI, and shall make all
reasonable changes thereto requested by Parent or its Agents,
and shall not file the Proxy Statement or any amendments
thereto to which Parent or its Agents shall reasonably object.

(ii) RCPI will file promptly all reports
and any other definitive proxy or information statements
required to be filed by RCPI with the SEC pursuant to the
Exchange Act for so long as the delivery of a proxy statement
is required in connection with the solicitation of the holders
of Common Stock pursuant to the Proxy Statement.

(iii) If any event shall occur as a result
of which it is necessary, in the opinion of legal counsel to
Parent or RCPI, to amend the Proxy Statement in order to make
the Proxy Statement not misleading in the

light of the circumstances existing at the time it is
delivered to a holder of Common Stock, RCPI shall forthwith
amend the Proxy Statement (in form and substance reasonably
satisfactory to legal counsel to Parent) so that, as so
amended, the Proxy Statement will not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances existing at the time it is
delivered to a holder of Common Stock, not misleading.

(e) Exclusivity. Prior to the termination of
this Agreement pursuant to Article 6 hereof, and except as
hereinafter provided, neither RCPI nor any Affiliate thereof,
nor any of their respective Agents (collectively, the "RCPI
Parties"), shall, directly or indirectly, solicit, pursue or
attempt to engage in or enter into any discussions with any
Person (including the Borrower and Affiliates thereof) other
than the Investors, GSMC, Parent or Sub (or any of their
respective Affiliates), with a view toward entering into an
Alternate Transaction. Notwithstanding the foregoing, RCPI
may respond to and pursue an unsolicited proposal to
consummate an Alternate Transaction (an "Alternate Transaction
Proposal") that RCPI's Board of Directors determines could be
financially superior to the Merger, if, based on the advice of
outside legal counsel, RCPI's Board of Directors believes it
has a fiduciary duty to the holders of Common Stock under
applicable Law to respond to and pursue such Alternate
Transaction Proposal; provided that RCPI shall notify Parent
of such Alternate Transaction Proposal prior to responding
thereto (but RCPI shall not be obligated to disclose the
identity of the Person making such Alternate Transaction
Proposal or any of the terms thereof). In addition, RCPI
may provide at any time information concerning RCPI and the
Property to third parties in response to requests for same
(but may not provide information about Parent, Sub, GSMC (or
its Affiliates), any Investor or this Agreement or anything
contained herein or relating hereto unless and to the extent
required by Law).

(f) New Leases; Approval Rights. Prior to the
termination of this Agreement pursuant to Section 6.1 hereof,
(i) RCPI shall not, without the prior written consent of
Parent, approve the terms of any lease for space in the
Property and will object to any such lease submitted to it for
approval unless otherwise instructed in writing by Parent, but
Parent shall not unreasonably object to, withhold or delay its
approval as to any such lease and any objection or disapproval
shall be based solely on economic considerations (provided
that the form of such lease shall be consistent with the forms
of leases for space in the Property in effect as of the date
hereof) and (ii) RCPI shall not exercise any other approval
rights in its capacity as mortgagee under the Mortgage without
the prior written consent of Parent, which consent shall not
be unreasonably withheld or delayed. A failure by Parent to
object to any proposed exercise of an approval right by RCPI
within five

Business Days after a written request for approval by Parent
is received by Parent shall be deemed an approval by Parent.

(g) Notice of Default. Upon RCPI's obtaining
knowledge thereof, it shall give written notice to Parent
promptly, but in any event within five Business Days, of the
occurrence of any of the following with respect to each of
RCPI and any of its Subsidiaries: (i) the occurrence of an
event or condition that constitutes a default or an event of
default under any material Contract of RCPI or any of its
Subsidiaries, specifying the nature and existence thereof and
what action RCPI proposes to take with respect thereto;
(ii) the pendency or commencement of any material litigation,
arbitral or governmental proceeding against RCPI or any of its
Subsidiaries; (iii) any levy of an attachment, execution or
other process against their respective assets in excess of
$1,000,000 in the aggregate; (iv) any development in its
business or affairs that has resulted in, or that RCPI
reasonably believes may result in, a Material Adverse Effect
on RCPI; (v) the institution of any proceedings against RCPI,
or the receipt of notice of potential liability or
responsibility of RCPI for any violation, or alleged violation
of any Law the violation of which could give rise to a
material liability, or have a Material Adverse Effect on RCPI;
(vi) the occurrence of an event or condition that may render
RCPI unable to qualify as a REIT under the Code or (vii) the
occurrence of any other event or condition that would have a
Material Adverse Effect on RCPI.

(h) Bankruptcy Cases.

(i) RCPI has filed with the Bankruptcy
Court in the Borrower's Chapter 11 Case its Motion Pursuant to
Bankruptcy Code Section 1121(d) to Terminate Exclusivity and
for Authority to Conduct Bankruptcy Rule 2004 Examinations
(the "Bankruptcy Motion") (x) requesting that the Borrower's
exclusive solicitation period be terminated and (y) seeking
authorization for RCPI to file its own plan of reorganization
for the Borrower. Following a hearing on the Bankruptcy
Motion, Borrower has agreed that it will transfer the Property
to RCPI pursuant to a chapter 11 plan to be proposed and filed
jointly by RGI, Borrower and RCPI in Borrower's Chapter 11
Case (the "Joint Plan for Borrower"). RCPI shall file the
Joint Plan for Borrower, which shall be reasonably acceptable
to Parent, as promptly as reasonably practicable. In
addition, a motion requesting the Bankruptcy Court to set a
hearing on approval of the disclosure statement and
authorizing commencement of solicitation of acceptances of the
Joint Plan for Borrower shall be filed as soon as possible
after the filing of the Joint Plan for Borrower and the
related disclosure statement, but in any event so as to allow
the Joint Plan for Borrower to be confirmed by February 29,
1996.

(ii) Except as specifically set forth in
subparagraph (h)(i) above with respect to the Bankruptcy
Motion or subparagraph (h)(iii) below with respect to

"emergency" matters, RCPI shall not file or support any
material applications, motions, pleadings, chapter 11 plans,
disclosure statements or other documents ("RCPI Pleadings") or
take any other material action (including, without limitation,
accepting or approving any chapter 11 plan or affirming or
disaffirming any lease or contract) relating to the Borrower's
Chapter 11 Case (it being understood that whether any
pleading, document or other action is "material" for purposes
of this paragraph shall be reasonably determined by Parent),
without the prior consent (in writing, to the extent
practicable) of Parent (which consent shall not be
unreasonably withheld or delayed).

(iii) Any and all RCPI Pleadings filed by
RCPI in the Borrower's Chapter 11 Case that are material (as
reasonably determined by Parent) shall be in form and
substance reasonably satisfactory to Parent. RCPI shall not
file any material RCPI Pleadings, nor take any other action
that is material (as reasonably determined by Parent) in any
way relating to the Borrower's Chapter 11 Case without the
prior consent (in writing, to the extent practicable) of
Parent (which consent shall not be unreasonably withheld or
delayed). RCPI shall provide Parent copies of all RCPI
Pleadings proposed to be filed by RCPI in the Borrower's
Chapter 11 Case and shall fully advise Parent of any material
action proposed to be taken by RCPI in any way relating to the
Borrower's Chapter 11 Case no less than 48 hours prior to any
such proposed filing or action unless there shall not be
sufficient time to permit such 48-hour notice, in which event
RCPI shall fully advise Parent orally if any such action is to
be taken on a short term or "emergency" basis.

(iv) RCPI shall as promptly as reasonably
practicable advise Parent of any "emergency" matters relating
to or arising in Borrower's Chapter 11 Case.

(v) Without limiting the foregoing, as
promptly as reasonably practicable, RCPI shall provide Parent
with all notices, amendments, stipulations, waivers, requests
and consents relating to the DIP Facility.

(i) Prepayment of Xxxx/Xxxxxxx Xxxxx Loans;
Termination of Xxxx Agreements. Concurrently with the
execution of this Agreement, RCPI shall take all steps
reasonably requested by Parent to terminate the Combination
Agreement, and upon receipt of the proceeds of the initial
GSMC Loans (as hereinafter defined), RCPI shall repay any and
all amounts borrowed by RCPI pursuant to the terms of the
Investment Agreement, and shall thereafter take all steps
reasonably requested by Parent to terminate the Investment
Agreement. Except as permitted by this Section 4.2(i), RCPI
shall not, (i) without the prior written consent of Parent,
make any payments under or (ii) without the prior written
consent of Parent, which shall not be

unreasonably withheld, take any action with respect to the
Combination Agreement or the Investment Agreement.

(j) Release. Concurrently with the execution
of this Agreement, RCPI shall execute a release substantially
in the form of Exhibit B.

Section 4.3 Covenants of the Investors. Each
Investor agrees (with respect to itself only) as follows:

(a) Releases. Concurrently with the execution
of this Agreement, each of the Investors shall (and Whitehall
shall cause GSMC and Xxxxxxx, Xxxxx & Co. ("GS") to) execute a
release substantially in the form of Exhibit B.

(b) Investor Commitments. Immediately prior to
the Effective Time, each of the Investors (or its designee)
shall contribute to the capital of Parent or Sub an amount in
cash equal to the amount set forth opposite such Investor's
name on Exhibit C, the sum of which amounts shall be
sufficient to satisfy the obligations of Parent and Sub to pay
the Merger Consideration to the holders of Common Stock
pursuant to Section 2.1(a).

Section 4.4 Covenants of GSMC and Whitehall.

(a) GS Board Nominee. From the date hereof
through the earlier of (i) the Effective Time and (ii) the
termination of this Agreement pursuant to Section 6.1,
Whitehall shall cause GS to refrain from exercising its rights
under the December 1994 Letter to (x) designate the GS Nominee
(as defined in the December 1994 Letter) to the Board of
Directors of RCPI and (y) enforce RCPI's obligations under the
December 1994 Letter to use its best efforts to cause the
Board and each committee thereof to include the GS Nominee.

(b) GSMC Loans. Concurrently with the
execution of this Agreement, GSMC shall make available to RCPI
additional credit (secured pursuant to existing security
arrangements provided for in the Loan Documents) in an amount
up to a total of (A) $33 million plus (B) $12 million to pay
Permitted Expenses if the Closing Date shall not have occurred
on or before December 31, 1995, in each case under the terms
of the Goldman Loan Agreement (the "GSMC Loans"); provided
that (1) of the amount described in clause (A), an amount
sufficient to pay all interest that will become due from RCPI
to Whitehall and GSMC on or before December 31, 1995 shall be
available only to pay such interest and (2) of the amount
described in clause (B), 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. Notwithstanding the provisions of the Goldman
Loan Agreement, (i) such additional amounts may be borrowed by
RCPI at any time and from time to time after the date

hereof, (ii) once borrowed, such amounts may be prepaid by
RCPI at any time (without penalty), (iii) once prepaid, such
amounts may not be reborrowed by RCPI and (iv) any such
amounts shall accrue interest at a rate equal to 10% per annum
(compounded quarterly); provided that if any such additional
borrowings shall not have been repaid by the earlier of
March 31, 1996 and the termination of this Agreement pursuant
to Sections 6.1(b), 6.1(f) or 6.1(g), then any such borrowings
that remain outstanding shall thereafter be subject to all of
the terms and conditions (including interest rate and
prepayment provisions) contained in the Goldman Loan
Agreement. In consideration of the transactions contemplated
by this Agreement, GSMC, on behalf of the Lenders (as defined
in the Goldman Loan Agreement), hereby agrees that (x) RCPI
shall not be required to use the proceeds of the GSMC Loans to
make the prepayments required by Section 2.05(b) of the
Goldman Loan Agreement and (y) RCPI shall be deemed not to
have breached the Goldman Loan Agreement by reason of having
spent amounts reserved for payment of interest (and thus
deducted from Net Cash Flow as such term is defined in the
Goldman Loan Agreement) for purposes other than payment of
interest, provided that such amounts were used to pay expenses
of the type included in Permitted Expenses as such term is
defined herein.

(c) No Exercise of SARs. Whitehall shall not
(and shall cause each holder of SARs not to), prior to the
earlier of the Effective Time and the termination of this
Agreement pursuant to Section 6.1, exercise the SARs, unless
RCPI has taken any action and as a result the failure to
exercise such SARs would adversely affect the rights of
Whitehall or such holders with respect to the SARs, the value
of the SARs to Whitehall or such holders or the position of
Whitehall, such holders or GSMC in RCPI. The conversion by
Whitehall or such holders of any SARs into 14% Debentures (as
such term is defined in the Stock Appreciation Rights
Agreement) shall be deemed not to be (i) an incurrence of Debt
by RCPI in violation of this Agreement or (ii) additional Debt
for purposes of determining the satisfaction of the conditions
set forth in Section 5.2 of this Agreement.

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.1 Conditions to the Obligations of Parent,
Sub, the Investors and RCPI to Effect the Merger. The respective
obligations of each party to effect the Merger shall be subject to the
satisfaction of the following conditions:

(a) Stockholder Approval. This Agreement shall
have been approved and adopted by the affirmative vote

of a majority of the votes that the holders of the outstanding
shares of Common Stock are entitled to cast.

(b) No Injunctions or Restraints. No temporary
restraining order, preliminary or permanent injunction or
other order or decree issued by any court of competent
jurisdiction or other Governmental Entity or other legal
restraint or prohibition (an "Injunction") restraining or
preventing the consummation of the Merger or subjecting any
party or any of its Affiliates to substantial damages as a
result of the consummation of the Merger shall be in effect,
provided that the party invoking this condition shall have
used reasonable best efforts to have such Injunction vacated.

(d) Governmental Approvals. The RCPI
Governmental Approvals and the P&S Governmental Approvals
shall have been obtained and shall be in full force and
effect.

(e) Required Consents. The RCPI Required Con-
sents (other than any consents and approvals of the Investors,
GSMC and their respective Affiliates) shall have been obtained
and be in full force and effect.

Section 5.2 Conditions to the Obligations of
Parent, Sub and the Investors. The obligations of Parent, Sub
and each of the Investors under this Agreement to consummate
the transactions contemplated hereby are subject to the
satisfaction of the following conditions, the imposition of
which is solely for the benefit of Parent, Sub and each of the
Investors and any one of more of which may be expressly waived
by Parent, in its sole discretion, except as otherwise
required by law:

(a) Accuracy of Representations and Warranties.
The representations and warranties of RCPI contained herein
shall have been true and correct in all material respects when
made, and shall be true and correct in all material respects
(without regard to any "knowledge" qualifier contained
therein) at and as of the Closing Date as though made on and
as of the Closing Date (except to the extent that any such
representation and warranty had by its terms been made as of a
specific date in which case such representation and warranty
shall have been true and correct in all material respects
(without regard to any "knowledge" qualifier contained
therein) as of such specific date). For purposes of this
Section 5.2(a), the requirement that the representations and
warranties of RCPI shall be true and correct in "all material
respects" is not intended to establish a different or higher
materiality standard with respect to any representation or
warranty that is already qualified by a materiality or a
Material Adverse Effect standard by the terms thereof. Parent
shall have received a

certificate of RCPI dated the Closing Date and signed by an
officer of RCPI certifying, to the knowledge of RCPI, to the
fulfillment of this condition.

(b) Performance of Agreements. RCPI shall have
performed in all material respects all obligations and
agreements and complied in all material respects with all
covenants and conditions contained in this Agreement or
otherwise contemplated hereby to be performed and complied
with by it at or prior to the Closing Date, and Parent shall
have received a certificate of RCPI dated the Closing Date and
signed by an officer of RCPI certifying, to the knowledge of
RCPI, to the fulfillment of this condition.

(c) No Material Adverse Change. Since
December 31 1994, no material adverse change in the financial
condition of RCPI or the financial or physical condition of
the Property shall have occurred and be continuing, it being
understood that changes in the financial condition of RCPI
shall not be considered material for this purpose to the
extent such changes are attributable to (i) the initiation of
any Permitted Litigation, (ii) any acceleration or attempted
acceleration of indebtedness of RCPI (or any attempt to
exercise any rights consequent thereto) as a result of any of
the transactions contemplated hereby, or (iii) any event or
condition the occurrence of which is reasonably foreseeable
based on the disclosures made in RCPI's Annual Report on Form
10-K for the year ended December 31, 1994 or its quarterly
reports on Form 10-Q for the quarters ended March 31, 1995 and
June 30, 1995 (other than a filing for relief under the
Bankruptcy Code by RCPI, unless such filing is made with the
consent of Parent).

(d) Liabilities of RCPI. Except for (i) the
liabilities set forth or described on Schedule B, (ii) any
liabilities incurred after December 31, 1995 in accordance
with Section 4.2(b)(G) to fund Permitted Expenses incurred
after December 31, 1995, (iii) any accrued but unpaid interest
on the outstanding Debt set forth or described on Schedule B
accruing after December 31, 1995, and (iv) Permitted
Litigations, as of the Closing Date, there shall be no
outstanding Debt or other liabilities or claims (including,
without limitation, guaranty obligations) of or against RCPI
or any of its Subsidiaries (other than liabilities and claims
that, individually and in the aggregate, are de minimis).

(e) Satisfactory Chapter 11 Plan. The Joint
Plan for Borrower or any other chapter 11 plan (an
"Alternative Chapter 11 Plan") confirmed in the Borrower's
Chapter 11 Case, shall, among other things, provide for the
transfer to the Surviving Company (or its designee approved by
Parent) of (i) the Property, (ii) all other real property
(including leasehold interests) owned by the Borrower and used
in connection with the operation of the Property consistent
with past practices and (iii) all personal property (including
leasehold interests) owned by the Borrower and

material to the operation of the Property consistent with past
practices and shall otherwise be filed on a date and be in
form and substance reasonably satisfactory to Parent. The
maximum amount to be provided (or assumed) by RCPI under the
Joint Plan for Borrower or under any Alternative Chapter 11
Plan to be used to fund liabilities of the Borrower or its
estate shall not exceed $20 million (exclusive of the debtor-
in-possession financing permitted under Section 4.2(b)(Q)),
and such funded liabilities shall consist only of liabilities
related to administrative expenses, claims entitled to
priority under the Bankruptcy Code, cure payments relating to
leases and other executory contracts to be assumed (including
tenant improvements) reasonably acceptable to Parent, and
certain general unsecured claims reasonably acceptable to
Parent. The disclosure statement for, and the proceedings
relating to confirmation of, the Joint Plan for Borrower or
for any Alternative Chapter 11 Plan also shall be in form and
substance reasonably satisfactory to Parent.

(f) Termination of Xxxx Agreements. RCPI shall
have taken all steps reasonably requested by Parent to
terminate the Investment Agreement and the Combination
Agreement.

(g) Condition of the Property. As of the
Closing Date,

(i) there shall not exist any violations
of Law relating to the Property or structural defects in the
Property that would require the expenditure of more than
$25 million to cure, repair or replace (as applicable);

(ii) except for Permitted Liens, there
shall exist no defect of title to the Property arising since
the date of the Title Insurance that would materially
adversely affect the value of the Property or the ability to
operate the Property for its current use; and

(iii) the Borrower shall not have violated
or taken any action inconsistent with any of the covenants set
forth in the 1985 Loan Agreement or the Mortgage (other than
any covenants relating to the payment of principal or interest
on the Mortgage Note), except to the extent that such
violation or action together with any other such violations
and actions would not have and would not be reasonably likely
to have a material adverse effect on the physical or financial
condition of the Property.

(h) Environmental Matters.

(i) Except as set forth on Section 5.2(h)
of the RCPI Disclosure Schedule, (A) no portion of the real
property owned, operated or subject to any mortgage or
security interest held by RCPI shall have been used for the
generation, storage, transportation or

disposal, if any, of Hazardous Materials and (B) no Hazardous
Materials shall be present in, on or under any portion of any
such property except to the extent that any such use or
presence, individually and in the aggregate, would not have
and would not be reasonably likely to have a material adverse
effect on the physical or financial condition of the Property.

(ii) Except as set forth on Section 5.2(h)
of the RCPI Disclosure Schedule, RCPI and its Affiliates, and
all portions of the real property owned, operated or subject
to any mortgage or security interest held by RCPI or its
Affiliates, (A) shall be in compliance with all applicable
Environmental Laws, (B) shall have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and
(C) shall be in compliance with all terms and conditions of
any such permit, license or approval, except to the extent
that any such noncompliance or failure to receive,
individually and in the aggregate, would not have and would
not be reasonably likely to have a material adverse effect on
the physical or financial condition of the Property.

(i) Conveyance of Property. Parent, Sub and
each Investor shall be reasonably satisfied that immediately
after the Effective Time (or such later time as shall be
reasonably determined by Parent) (i) the Property, (ii) all
other real property (including leasehold interests) owned by
the Borrower and used in connection with the operation of the
Property consistent with past practices and (iii) all
personal property (including leasehold interests) owned by the
Borrower and material to the operation of the Property
consistent with past practices will be conveyed to the
Surviving Company (or its designee approved by Parent)
pursuant to the Joint Plan for Borrower.

(j) No Taxes. Prior to the date on which the
Proxy Statement is first mailed to the stockholders of RCPI,
Parent, Sub and each Investor shall be reasonably satisfied
that neither the Merger nor the conveyance of the Property to
the Surviving Company (or its designee approved by Parent)
will subject the Surviving Company (or its designee approved
by Parent) to any liabilities for transfer tax or gains tax
under the laws of the City of New York or the State of New
York. Notwithstanding any other provision of this Agreement
to the contrary, this Section 5.2(j) is intended to be the
exclusive provision in this Agreement relating to any
liabilities for the taxes referred to in this Section 5.2(j)
that may arise from the Merger or the conveyance of the
Property to the Surviving Company (or its approved designee).

(k) Employee Benefits. Prior to the date on
which the Proxy Statement is first mailed to the stockholders
of RCPI, Parent, Sub and each Investor shall be reasonably
satisfied that, following the consummation of the

transactions contemplated hereby, the Surviving Company will
not have, at or any time following the Effective Time, whether
arising by operation of law or otherwise, any direct or
indirect, actual or contingent liability (as a successor
employer or otherwise) arising out or relating to the
employment (including the performance of services by any
consultant) on or prior to the Effective Time of any
individual in connection with the operation of the Property
(whether or not employed by the Surviving Company at or
following the Effective Time), including, but not limited to,
under any federal or state labor or tax law, any employment,
consulting, severance or other compensatory agreement or
arrangement, any collective bargaining agreement or any
benefit plan, practice or arrangement, whether such direct or
indirect, actual or contingent liability arises prior to, at
the time of or following the Effective Time.

Section 5.3 Conditions to the Obligations of
RCPI. The obligations of RCPI to consummate the transactions
contemplated hereby are subject to the satisfaction of the
following conditions, the imposition of which is solely for
the benefit of RCPI and any one or more of which may be
expressly waived by RCPI, in its sole discretion, except as
otherwise required by law:

(a) Accuracy of Representations and Warranties.
The representations and warranties of Parent, Sub, GSMC and
the Investors contained herein shall have been true and
correct in all material respects when made, and shall be true
and correct in all material respects at and as of the Closing
Date as though made on and as of the Closing Date (except to
the extent that any such representation and warranty had by
its terms been made as of a specific date, in which case such
representation and warranty shall have been true and correct
in all material respects as of such specific date). For
purposes of this Section 5.3(a), the requirement that the
representations and warranties of Parent, Sub, GSMC and the
Investors shall be true and correct in "all material respects"
is not intended to establish a different or higher materiality
standard with respect to any representation or warranty that
is already qualified by a materiality or a Material Adverse
Effect standard by the terms thereof. RCPI shall have
received a certificate of Parent dated the Closing Date and
signed by an officer of Parent certifying, to the knowledge of
Parent, to the fulfillment of this condition.

(b) Performance of Agreements. Each of Parent,
Sub, GSMC and each of the Investors shall have performed in
all material respects all obligations and agreements and
complied in all material respects with all covenants and
conditions contained in this Agreement to be performed and
complied with by it at or prior to the Closing Date, and RCPI
shall have received a certificate of Parent dated the Closing
Date and signed by an officer of Parent

certifying, to the knowledge of Parent, the fulfillment of
this condition.

ARTICLE 6

TERMINATION

Section 6.1 Termination. This Agreement may be
terminated and the Merger contemplated hereby may be abandoned
at any time prior to the date on which the Proxy Statement is
first mailed to the stockholders of RCPI, in the case of
Section 6.1(b)(ii), and at any time prior to the Effective
Time, whether before or after approval by the stockholders
of RCPI, in all other cases:

(a) by mutual written consent of Parent and
RCPI;

(b) by Parent if (i) there has been a material
breach of any representation, warranty, covenant or agreement
on the part of RCPI set forth in this Agreement that, if not a
willful breach, has not been cured within 30 days following
receipt by RCPI of notice of such breach from Parent or
(ii) the condition set forth in Section 5.2(j) or
Section 5.2(k) shall not have been satisfied prior to the date
on which the Proxy Statement is first mailed to the
stockholders of RCPI;

(c) by RCPI if there has been a material
breach of any representation, warranty, covenant or agreement
on the part of Parent, Sub, GSMC or any Investor set forth in
this Agreement that, if not a willful breach, has not been
cured within 30 days following receipt by Parent, Sub or such
Investor of notice of such breach from RCPI;

(d) by either Parent or RCPI, if the Merger
shall not have been consummated before March 31, 1996 (or such
later date as may be agreed to by Parent and RCPI), provided
that neither party may terminate this Agreement under this
Section 6.1(d) if the failure has been caused by such party's
material breach of this Agreement;

(e) by either Parent or RCPI, if this Agreement
shall fail to receive the requisite vote for approval and
adoption by the stockholders of RCPI at the Stockholders'
Meeting;

(f) by Parent, if (i) the Board of Directors of
RCPI shall withdraw, modify or change the Recommendation in a
manner adverse to Parent or shall have resolved to do any of
the foregoing; (ii) the Board of Directors of RCPI shall have
recommended to the stockholders of RCPI, or agreed to enter
into, an Alternate Transaction; (iii) a tender offer or
exchange offer for shares of capital stock of RCPI that would
result in the beneficial ownership by any

Person or any "group" (as defined in Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder) of more than 50% of the outstanding shares of any
class of capital stock of RCPI is commenced; or (iv) any
Person shall have acquired beneficial ownership or the right
to acquire beneficial ownership of, or any "group" shall have
been formed that beneficially owns, or has the right to
acquire "beneficial ownership" of, more than 50% of the then-
outstanding shares of any class of capital stock of RCPI;

(g) by RCPI, prior to the occurrence of the
vote of the stockholders of RCPI with respect to this
Agreement, if (i) RCPI has received an Alternate Transaction
Proposal that RCPI's Board of Directors determines in good
faith could be financially superior to the Merger, (ii) based
on the advice of outside legal counsel, RCPI's Board of
Directors believes that it is required to respond to and
pursue such Alternate Transaction Proposal in order to comply
with its fiduciary obligations to holders of Common Stock
under applicable Law, and (iii) RCPI has entered into a
definitive agreement to consummate such Alternate Transaction
Proposal; or

(h) by Parent or RCPI, if a court of competent
jurisdiction or other Governmental Entity shall have issued an
order, decree or ruling or taken any other action restraining,
enjoining or otherwise prohibiting the consummation of the
Merger, and such order, decree, ruling or other action shall
have become final and nonappealable.

Section 6.2 Effect of Termination. If this
Agreement is terminated and the Merger abandoned pursuant to
Section 6.1, all further obligations of the parties hereunder
shall terminate, except that the obligations set forth in Sec-
tions 4.1(b), 4.1(c) and 4.4(b), this Section 6.2 and Section
7.5 shall survive; provided, however, if this Agreement is so
terminated by a party because one or more of the conditions to
such party's obligations hereunder is not satisfied as a
result of the other party's willful failure to comply with its
obligations under this Agreement, the terminating party's
right to pursue all legal remedies for breach of contract or
otherwise, including, without limitation, damages relating
thereto, shall also survive such termination unimpaired.

ARTICLE 7

GENERAL PROVISIONS

Section 7.1 Certain Definitions. As used in this
Agreement, unless the context otherwise requires or unless
another meaning is specifically indicated, the following terms
shall have the meanings set forth in this Section:

"Affiliate" means, with respect to any Person,
any other Person that, directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under
common control with, such first Person.

"Agent" means, with respect to any Person, such
Person's officers, directors, employees, fiduciaries, attor-
neys, accountants, investment bankers, consultants or advisors
or other representatives or agents.

"Agreement" means this Agreement and Plan of
Merger, including all exhibits and schedules hereto, as it may
be amended from time to time.

"Alternate Transaction" means (i) whether
pursuant to or in the context of a proceeding in a Bankruptcy
Court or otherwise, (A) a sale of stock or other equity
securities or a material portion of assets, tender offer
(including a self tender offer) or exchange offer, financing,
refinancing, recapitalization, restructuring, liquidation,
dissolution, reorganization, merger, consolidation, transfer,
foreclosure, deed in lieu of foreclosure or other business
combination or similar transaction (or series of transactions)
involving RCPI, the Borrower, the Mortgage Note, the Mortgage
or the Property and involving or having a value of at least
$50 million, in the case of any issuance, repurchase or
transfer of stock or other equity securities of RCPI, or $100
million, in the case of any other transaction, or (B) any
other material corporate transaction whose consummation would
reasonably be expected to prevent or materially delay the
Merger or (ii) a confirmed plan of reorganization pursuant to
Chapter 11 of the Bankruptcy Code for RCPI or RCP or RCPA. It
is understood and agreed that, without limiting the generality
of the foregoing, (x) a reinstatement, restructuring or "cram
down" pursuant to 11 U.S.C. Section 1129(b) of the Mortgage
Note and the Mortgage would constitute an Alternate
Transaction and (y) the rights offering to be effectuated
pursuant to the Rights Offering Agreement would not constitute
an Alternate Transaction.

"Bankruptcy Code" means the Bankruptcy Code in
Title 11 of the United States Code.

"Bankruptcy Court" means the applicable court
presiding over the Borrower Chapter 11 Case.

"Business Day" means any day on which the
principal offices of the SEC in Washington, D.C. are open to
accept filings and other than a day on which (i) banks in the
State of New York are authorized or required to be closed or
(ii) the New York Stock Exchange, Inc. is closed.

"By-laws" means the By-laws of RCPI, as amended
or otherwise modified from time to time.

"Closing" means the consummation of the
transactions contemplated herein in accordance with
Section 1.2.

"Code" means the United States Internal Revenue
Code of 1986, as amended.

"Collateral Trust Agreement" means the
Collateral Trust Agreement, dated as of December 29, 1994, by
and among RCPI and Bankers Trust Company and Xxxx X. Xxxxxxx,
Trustees.

"Combination Agreement" means the Agreement and
Plan of Combination, dated as of September 11, 1995, between
Equity Office Holdings, L.L.C., a Delaware limited liability
company, and RCPI.

"Contract" means any contract, lease,
commitment, understanding, sale, stipulation, order, purchase
order, agreement, indenture, mortgage, note, bond, right,
warrant, instrument or plan, whether written or oral.

"Debt" of any Person means, without dupli-
cation, (i) all indebtedness of such Person for borrowed
money; (ii) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments; (iii) all
obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP, recorded as
capital leases; (iv) all obligations, contingent or otherwise,
of such Person under acceptance, letter of credit or similar
facilities; (v) all Debt of others referred to in clauses
(i) through (iv) above guaranteed directly or indirectly in
any manner by such Person; and (vi) all Debt of others
referred to in clauses (i) through (v) above secured by (or
for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on
property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Debt.

"December 1994 Letter" means the letter
agreement, dated December 18, 1994, among GS, Whitehall and
RCPI.

"Environmental Laws" means all Laws relating to
the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or
contaminants.

"ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.

"Exchange Act" means the Securities Exchange
Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

"GAAP" means generally accepted accounting
principles in the United States at the time in effect.

"Goldman Loan Agreement" means the Loan
Agreement between RCPI, the lender parties thereto and Xxxxxxx
Xxxxx Mortgage Company, as Agent, dated as of December 18,
1994.

"Governmental Entity" means the government of
the United States or any foreign country or any state or
political subdivision thereof and any entity, body or
authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government, including quasi-governmental entities established
to perform such functions.

"Hazardous Materials" includes, without
limitation, any hazardous substance, pollutant or contaminant
regulated under the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601, et
seq., as amended by the Superfund Amendments and
Reauthorization Act, and the Emergency Planning and Community
Right-to-Know Act; oil and petroleum products and natural gas,
natural gas liquids, liquefied natural gas, and synthetic gas
usable for fuel; pesticides regulated under the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section
2601 et seq.; asbestos, polychlorinated biphenyls, and other
substances regulated under the Toxic Substance Control Act,
15 U.S.C. Section 2601 et seq; source material, special
nuclear material, and by-product materials regulated under the
Atomic Energy Act; and industrial process and pollution
control wastes to the extent regulated under applicable
Environmental Laws.

"HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, and the rules and
regulations promulgated thereunder.

"Investment Agreement" means the Investment
Agreement, dated as of August 18, 1995, between RCPI and
Xxxx/Xxxxxxx Xxxxx Real Estate Opportunity Partners Limited
Partnership III.

"knowledge" of any Person means actual
knowledge of a responsible officer of such person, and, unless
otherwise specified, without inquiry having been made by such
Person or such officer of such Person.

"Law" means any law, statute, regulation,
ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted,
promulgated, entered into, agreed or imposed by any
Governmental Entity.

"Lien" means any mortgage, lien (except for any
lien for taxes not yet due and payable), charge,

restriction, pledge, security interest, option, lease or
sublease, easement, encroachment or encumbrance.

"Loan Documents" means the "Loan Documents" as
defined in the Goldman Loan Agreement.

"Loss" or "Losses" means any and all liabili-
ties, losses, costs, claims, damages, penalties and expenses
(including, without limitation, attorneys' fees and expenses
and costs of investigation and litigation).

"Material Adverse Effect" means, with respect
to any Person, any effect that is or is reasonably likely to
be materially adverse to the financial condition of such
Person and its Subsidiaries taken as a whole.

"Mortgage" means, collectively, (i) the
Mortgage and Security Agreement, dated as of September 19,
1985, by RCPA and RCP to RCPI, (ii) the Consolidation,
Extension, Modification and Spreader Agreement, dated as of
September 19, 1985, among RCPA, RCP and RCPI, recorded with
the City Register of the City of New York, and (iii) the
Assignment of Rents, dated as of September 19, 1985, by RCPA
and RCP to RCPI, recorded with the City Register of the City
of New York, each as amended from time to time.

"Mortgage Note" means, collectively, the
Mortgage Note, dated as of September 19, 1985, in the amount
of $1,255,160,004, in favor of RCPI and the Consolidated
Mortgage Note, dated as of September 19, 1985, in the amount
of $44,839,996, each as amended from time to time.

"1985 Loan Agreement" means the Loan Agreement,
dated as of September 19, 1985, among RCPI, RCPA and RCP, as
amended from time to time.

"P&S Disclosure Schedule" means the disclosure
schedule delivered to RCPI by Parent and Sub concurrently with
the execution of this Agreement.

"Permitted Liens" means (i) all exceptions to
title to the Mortgage set forth in the Title Insurance;
(ii) Liens created in connection with the Goldman Loan
Agreement or the "Loan Documents" as defined therein,
including Liens created to secure loans contemplated by
Section 4.4(b) hereof; (iii) all nondisturbance agreements set
forth on Section 3.1(c)(iii) of the RCPI Disclosure Schedule,
and all other nondisturbance agreements hereafter entered into
by RCPI in accordance with the terms of this Agreement;
(iv) Liens created pursuant to the terms of this Agreement;
(v) Liens for taxes not yet due or as otherwise provided in
clause (xiii) below; (vi) easements, rights-of-way,
restrictive covenants and concourse, subway and franchise
agreements of record as set forth on Schedule B-1 to the Title
Report of Ticor Title Insurance Company and Ticor Title
Guarantee Company No. 4193-00483 dated October 10, 1995
("Title Report"), but no other matters set

forth in the Title Report other than as covered by clause (i)
above or provided for in clause (vii) below; (vii) Liens
(other than those described in clause (viii) below) in respect
of property imposed by law arising in the ordinary conduct of
business, such as materialmen's, mechanics', warehousemen's
and other like Liens, which are set forth in the Title Report
and the disposition of which (whether by payment, cancellation
or otherwise) is provided for in the Joint Plan for Borrower
or an Alternative Chapter 11 Plan provided in Section 5.2(e)
(the "Approved Plan"); (viii) mechanics', materialmen's and
similar Liens filed by reason of work performed by or on
behalf of tenants of space in the Property if (A) under the
terms of the leases of such tenants, such tenants are
obligated to remove and discharge such Liens and to pay for
the work that gives rise to such Liens (whether or not such
tenants are entitled to an allowance or other reimbursement
from their landlord) and (B) the disposition of such Liens
(whether by payment, cancellation or otherwise) is provided
for in the Approved Plan; (ix) unpaid water charges, sewer
rents and vault charges, the disposition of which is provided
for in the Approved Plan; (x) leases or subleases granted to
others (under which RCP or RCPA is the landlord or
sublandlord, as applicable) existing as of the date hereof and
those hereafter entered into which are approved pursuant to
this Agreement and/or by the Bankruptcy Court; (xi) any Lien
approved by the Bankruptcy Court in the Borrower's Chapter 11
Case, including any Lien securing debtor-in-possession
financing permitted under Section 4.2(b)(Q), which is to be
paid in full under the terms of the Approved Plan; (xii) the
Mortgage; and (xiii) any other Liens (including, but not
limited to, Liens for taxes and Liens in respect of property
imposed by law arising in the ordinary conduct of business
such as materialmen's, mechanic's, warehousemen's and other
like Liens), the disposition (whether by payment, cancellation
or otherwise) of which is provided for in the Approved Plan or
is otherwise approved by Parent; provided, however, that when
used in respect of the Mortgage, as opposed to the Property,
"Permitted Liens" shall mean only those matters set forth in
this definition which are paramount and superior to the lien
of the Mortgage.

"Permitted Litigations" means (i) the pending,
threatened and potential litigation described on
Section 3.1(h) of the RCPI Disclosure Schedule, (ii) any
derivative or class action suit not described on
Section 3.1(h) of the RCPI Disclosure Schedule alleging a
breach by the Board of Directors of RCPI of its fiduciary duty
to stockholders in connection with a significant corporate
transaction; provided that the suits contemplated by this
clause (ii) would not, individually and in the aggregate, have
a Material Adverse Effect on RCPI and (iii) litigations
arising after the date hereof to which RCPI is a party, in the
ordinary course of business, involving property, personal
injury or contract claims that will not result in any material
recovery that is not covered by insurance.

"Person" means any individual, corporation,
partnership, firm, group (as such term is used in Section
13(d)(3) of the Exchange Act), joint venture, association,
trust, limited liability company, unincorporated organization,
estate, trust or other entity.

"Property" shall mean the real and personal
property covered by the Mortgage.

"Proxy Statement" means the proxy statement
filed with the SEC by RCPI in connection with the Stock-
holders' Meeting, including any amendments thereto.

"Purchase Option" means the Purchase Option,
dated as of September 19, 1985, among RCPA, RCP and RCPI, as
amended.

"RCPI Disclosure Schedule" means the disclosure
schedule delivered to Parent and Sub by RCPI concurrently with
the execution of this Agreement.

"RCPI Indenture" means the Indenture, dated as
of September 15, 1985, between RCPI and Manufacturers Hanover
Trust Company, as amended.

"Regulation G, T, U or X" shall mean,
respectively, Regulation G, T, U and X of the Board of
Governors of the Federal Reserve System as from time to time
in effect and any successor to all or a portion thereof.

"Restated Certificate of Incorporation" means
the Restated Certificate of Incorporation of RCPI, as amended.

"Rights Offering Agreement" means the letter
agreement, dated the date hereof, between RCPI, GS and
Whitehall relating to the effectuation of a rights offering in
the event that the stockholders of RCPI do not approve this
Agreement, as amended from time to time.

"SARs" means the stock appreciation rights
issued pursuant to the Stock Appreciation Rights Agreement.

"SEC" means the Securities and Exchange
Commission.

"Securities Act" means the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder.

"Stock Appreciation Rights Agreement" means the
Stock Appreciation Rights Agreement, dated December 18, 1994,
between RCPI and Chemical Bank, as amended.

"Subsidiary" of any Person means any
corporation, partnership, joint venture or other legal entity
of which such Person (either directly or through or

together with any other Subsidiary of such Person), owns,
directly or indirectly, 50% or more of the stock or other
equity interests the holders of which are generally entitled
to vote for the election of the board of directors or similar
governing body of such corporation, partnership, joint venture
or other legal entity.

"Taxes" means federal, state, county, local,
foreign and other taxes (including, without limitation,
income, profits, premium, estimated, excise, sales, use,
occupancy, gross receipts, franchise, ad valorem, severance,
capital levy, production, transfer, withholding, employment,
unemployment compensation, payroll related, property, real
property transfer and real property gains taxes, import duties
and other governmental charges and assessments), whether or
not measured or based in whole or in part by net income, and
including deficiencies, interest, additions to tax or
interest, and penalties with respect thereto, and including
expenses associated with contesting any proposed adjustment
related to any of the foregoing.

"Tax Return" means any report, return or other
information required to be supplied to a Governmental Entity
in connection with any Taxes.

"Title Insurance" means (i) the title insurance
policy set forth in Schedule III to the Collateral Trust
Agreement and (ii) the title insurance policy described in the
Letter Agreement dated as of December 29, 1994 regarding the
assignment by RCPI of its title insurance benefits to the
Trustees referred to in clause (i) above.

"Warrant Agreement" means the Warrant Agreement
dated December 18, 1994 between RCPI and Chemical Bank, as
amended.

"Warrants" means the warrants for the purchase
of shares of Common Stock issued pursuant to the Warrant
Agreement.

Section 7.2 Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed given when delivered personally, upon receipt of a
transmittal confirmation if sent by facsimile or like trans-
mission and on the next Business Day when sent by Federal
Express, Express Mail or similar overnight courier service to
the parties at the following addresses or facsimile numbers
(or at such other address or facsimile number for a party as
shall be specified by like notice):

(a) If to RCPI, to:

Rockefeller Center Property, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Secretary
Facsimile: (000) 000-0000

with a copy to:

Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000

(b) If to Parent or Sub, to:

Whitehall Street Real Estate
Limited Partnership V
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000

with copies to:

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000

and

Each of the Investors and their respective
counsel at the addresses set forth in
paragraphs (c) - (g) below:

Whitehall Street Real Estate
Limited Partnership V
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000

with copies to:

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000

and

Xxxxxxxx & Xxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000

(d) If to Rockprop, to:

Tishman Speyer Properties, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000

with a copy to:

Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Xx.
Facsimile: (000) 000-0000

(e) If to Rockefeller, to:

Spears, Benzak, Salomon & Xxxxxxx, Inc.
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000

with a copy to:

Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000

(f) If to Exor, to:

Exor Group S.A.
Xxxxxxxxxxxx, 00
Xxxxxx, XXXXXXXXXXX CH804-1
Attention: Xxxxxxxxx Xxxxx
Facsimile: 011-41-1-262-4212

with a copy to:

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Xxxxxx Xxxxxxxxxx
Facsimile: (000) 000-0000

(g) If to Troutlet, to:

Troutlet Investments Corporation
x/x Xxxxx Xxxxx
00, Xxxxxx de la Xxxxx
Xxxxx Carlo M.C. 98000
MONACO
Attention: Xxxxx Xxxx
Facsimile: 011-33-93-301-672

with copies to:

Xxxxxxx X. Xxxxxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000

and

Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Squire X. Xxxxxxx
Facsimile: (000) 000-0000

Section 7.3 Interpretation. When a reference is
made in this Agreement to Sections, such reference shall be to
a Section of this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the
words "include," "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words
"without limitation." The phrases "the date of this Agree-
ment," "the date hereof" and terms of similar import, unless
the context otherwise requires, shall be deemed to refer to
November 7, 1995. Dollar amounts referred to in this
Agreement shall not be deemed to establish any standard of
materiality.

Section 7.4 Waivers and Amendments. This Agree-
ment may be amended, superseded, canceled, renewed or exten-
ded, and the terms hereof may be waived, only by written
instruments signed by the parties to this Agreement, or in the
case of a waiver, by the party waiving compliance. Except
where a specific period for action or inaction is provided
herein, no delay on the part of a party in exercising any
right, power or privilege hereunder shall operate as a waiver
thereof. Neither any waiver on the part of a party of any
such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, shall preclude
any further exercise thereof or the exercise of any other such
right, power or privilege.

Section 7.5 Expenses and Other Payments.

(a) Except as otherwise specifically provided
herein, the parties to this Agreement shall bear their
respective expenses incurred in connection with the prepara-
tion, execution and performance of this Agreement and the
transactions contemplated hereby, including, without limita-
tion, all fees and expenses of their respective Agents.

(b) RCPI agrees that if this Agreement shall
be terminated pursuant to:

(i) Section 6.1(b)(i), 6.1(f) or 6.1(g)
and within 30 months after the date on which this Agreement is
terminated RCPI shall consummate an Alternate Transaction; or

(ii) Section 6.1(d) (if (x) each of
Parent, Sub, GSMC and each of the Investors is not in material
breach of any covenant, representation or warranty; (y) each
of Parent, Sub and each of the Investors is ready, willing and
able to consummate the Merger; and (z) each of Parent, Sub,
GSMC and each of the Investors has satisfied in all material
respects the conditions set forth in Section 5.3 applicable to
it) or 6.1(e) and (A) at the time this Agreement is terminated
there shall exist an Alternate Transaction Proposal or any
Person shall have publicly announced its intention to make an
Alternate Transaction Proposal and (B) within 30 months after
the date on which this Agreement is terminated RCPI shall
consummate an Alternate Transaction;

then RCPI shall pay to Parent an amount equal to $6.5 million
less any amounts paid to Parent pursuant to Section 7.5(c).

(c) RCPI agrees that if this Agreement shall
be terminated pursuant to Section 6.1(e), then RCPI shall pay
to Parent an amount equal to $2.925 million.

(d) In addition, RCPI agrees that if this
Agreement shall be terminated pursuant to Section 6.1 (other
than Section 6.1(c)), then RCPI shall pay to Parent all
expenses up to an aggregate amount of $2.5 million incurred by
Parent, Sub and the Investors in connection with the
preparation, execution and performance of this Agreement and
the transactions contemplated hereby, including, without
limitation, all fees and expenses of their respective Agents.

(e) Any payment required to be made pursuant
to Section 7.5(b) shall be made concurrently with the
consummation of the applicable Alternate Transaction, and any
payment required to be made pursuant to Section 7.5(c) or (d)
shall be made promptly following any termination to which
Section 7.5(c) or (d), as the case may be, applies.

Section 7.6 Assignment. Neither this Agreement
nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written
consent of the other party and any such assignment made
without such consent shall be void and of no effect; provided
that each of Parent and Sub shall have the right to assign its
rights, interests and obligations hereunder to one or more
entities (each a "New Entity") which shall be formed,
capitalized and owned by the Investors, and upon such
assignment, the parties shall amend this Agreement to provide
(a) that, at the election of the Investors, a New Entity (and
not RCPI) shall be the Surviving Company of the Merger and (b)
for such other modifications to the terms hereof as shall be
necessary to reflect the revised structure (it being
understood that any such amendment shall not affect the Merger
Consideration or any other economic terms of this Agreement);
provided further that any Investor may assign any of its
rights, interests or obligations hereunder to any of its
Affiliates so long as (i) any such Affiliate assignee enters
into an agreement by which it agrees to become a party to, and
be bound by the terms of, this Agreement and (ii) the Investor
making such an assignment is not relieved of its obligations
under this Agreement.

Section 7.7 Directors' and Officers' Insurance;
Indemnity. (a) For a period of six years after the Effec-
tive Time, the Surviving Company shall maintain in effect
policies of directors' and officers' liability insurance in
substantially the same form with substantially the same terms
and conditions as contained in RCPI's current policies of
directors' and officers' liability insurance in an amount not
less than the amount currently maintained by RCPI with respect
to claims arising from facts or events that occurred prior to
the Effective Time; provided that such insurance is available
on commercially reasonable terms.

(b) Subsequent to the Closing, Parent shall
cause the Surviving Company to indemnify and hold harmless
each present and former director, officer, employee, fiduciary
and agent of RCPI (collectively, the "Special Indemnified
Parties") against all losses in connection with any claim,
action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of or
pertaining to any action or omission in their capacity as
director or officer occurring before the Closing, whether
asserted or claimed prior to, at or after the Closing Date,
for a period of six years after the Closing Date in each case
to the fullest extent permitted under applicable law (and
shall pay any expenses in advance of the final disposition of
such action or proceeding to each Special Indemnified Party to
the fullest extent permitted under applicable law, upon
receipt from the Special Indemnified Party to whom expenses
are advanced of an undertaking to repay such advances as
required under applicable law). In the event of any such
claim, action,

suit, proceeding or investigation, the Surviving Company, at
its expense, shall have the right to defend such claim,
action, suit, proceeding or investigation, unless there is, as
determined by counsel to the Surviving Company, a conflict or
reasonable likelihood of a conflict such that the
representation of one or more of the Special Indemnified
Parties would be impermissible under applicable standards of
professional conduct, in which case, or in the case that the
Surviving Company elects not to defend such claim, suit,
proceeding or investigation, then the Surviving Company shall
pay the reasonable fees and expenses of one counsel selected
by the Special Indemnified Parties, which counsel shall be
reasonably satisfactory to the Surviving Company, promptly
after statements therefor are received and the Surviving
Company shall cooperate in the defense of any such matter;
provided, however, that, if any claim for indemnification is
asserted or made within such six-year period, all rights to
indemnification in respect of such claim shall continue until
the disposition of such claim. For the purposes solely of
this Section 7.7(b), the corporate law of the State of
Delaware shall be assumed to be the "applicable law" referred
to in this Section 7.7(b).

(c) For a period of six years after the
Effective Time, the Surviving Company shall not amend or
otherwise modify Article SEVENTH of its Amended and Restated
Certificate of Incorporation or otherwise amend or modify its
Amended and Restated Certificate of Incorporation to the
extent that such amendment or modification would restrict the
Surviving Company's ability to fulfill its obligations under
Section 7.7(b).

(d) In the event the Surviving Company or any
of its respective successors or assigns (i) consolidates with
or merges into any other Person and shall not be the
continuing or surviving corporation or entity of such con-
solidation or merger or (ii) transfers all or substantially
all of its properties and assets to any Person, then, and in
each such case, provision shall be made so that the successors
and assigns of the Surviving Company shall assume the
obligations set forth in this Section 7.7.

Section 7.8 Non-Survival of Representations and
Warranties. The representations and warranties made in this
Agreement or in any instrument delivered pursuant to this
Agreement shall not survive the Effective Time.

Section 7.9 Entire Agreement; No Third Party
Beneficiaries. This Agreement (including the documents and
the instruments referred to herein) (a) constitutes the entire
agreement and supersedes all prior agreements and under-
standings, both written and oral, among the parties with
respect to the subject matter hereof (it being understood that
except as expressly provided herein, this Agreement shall not
affect the Goldman Loan Agreement, the Warrant Agreement, the
Stock Appreciation Rights Agreement, the documents executed in
connection therewith or the Rights

Offering Agreement) and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies
hereunder (except as provided in Section 7.7).

Section 7.10 Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of
the State of New York (other than its rules of conflicts of
law to the extent that the application of the laws of another
jurisdiction would be required thereby); provided, however,
that with respect to matters of corporate law, the DGCL shall
govern.

Section 7.11 Counterparts. This 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
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President

RCPI HOLDINGS INC.

By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President

RCPI MERGER INC.

By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President

WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V

By: W.H. Advisors L.P. V,
General Partner

By: WH Advisors, Inc. V,
General Partner

By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title:

ROCKPROP, L.L.C.

By: Tishman Speyer Crown Equities
its Managing Member

By: Tishman Speyer Associates
Limited Partnership, General
Partner

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: General Partner

By: TSE Limited Partnership, General
Partner

By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: General Partner

/s/ Xxxxx Xxxxxxxxxxx *
Xxxxx Xxxxxxxxxxx
*By Xxxxx X. Xxxxxx, Attorney-in-fact

EXOR GROUP S.A.

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Attorney-in-fact

TROUTLET INVESTMENTS CORPORATION

By: /s/ Squire X. Xxxxxxx
Name: Squire X. Xxxxxxx
Title: Attorney-in-fact

For Purposes of Sections 3.2, 4.1(a),
4.1(b), 4.3(a) and 4.4(b) only:

XXXXXXX SACHS MORTGAGE COMPANY

By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President of Xxxxxxx Xxxxx Real Estate
Funding Corp., General Partner

SCHEDULE A

ROCKEFELLER CENTER PROPERTIES, INC.
Projected Cash Flow Requirements
(in millions)
Projected REIT Cash Flow (1)

1995 1996

Sept. Oct. Nov. Dec. Jan. Feb. Mar. TOTAL

Cash Sources

Beginning Cash Balance $ 16.4 $ 13.3 $ 34.6 $ 24.6 $ 6.6 $ 5.0 $ 16.4
Estimated Interest Income 0.1 0.1 0.1 - 0.0 0.0 0.3
GSMC Loan (2) - 33.0 - 12.0 - - 45.0
______ _______ _______ ______ _______ ______ _______
$ 16.5 $ 46.3 $ 34.7 $ 36.6 $ 6.6 $ 5.0 $ 61.7
Cash Requirements

Interest Expense

Current Coupon Convertible Debentures (3) $ - $ - $ - $ 27.7 $ - $ - $ 27.7
Zero Coupon Convertible Debentures - - - - - - -
Floating Rate Notes - - 2.9 - - 2.9 5.8
14% Debentures - - 5.4 - - - 5.4
Working Capital - - - - - - -
_______ _______ _______ ______ ________ _______ _______

Total Interest Expense $ - $ - $ 8.3 $ 27.7 $ - $ 2.9 $ 38.9
Total G&A Expenses 2.4 1.6 1.9 1.7 1.7 1.7 10.8
Swap Expenses 0.8 - - 0.6 - 0.4 1.8
Repayment of Unsecured Debt (2) - 10.2 - - - - 10.2
_______ _______ _______ ______ ________ _______ _______

Total Cash Requirements $ 3.2 $ 11.8 $ 10.1 $ 30.0 $ 1.7 $ 5.0 $ 61.7

Ending Cash Balance (Deficit) (4) $ 16.4 $ 13.3 $ 34.6 $ 24.6 $ 6.6 $ 5.0 $ 0.0 $ 0.0

(1) All numbers have been rounded to the nearest $100,000.
(2) Assumes concurrent funding of GSMC Loan and termination of Investment Agreement on November 10,
1995.
(3) Interest payment on the Current Coupon Convertible Debentures scheduled for December 31, 1995 is
payable on January 2, 1996.
(4) Assumes waiver of the net cash flow sweep and interest reserve requirements upon signing of the
Merger Agreement.

Schedule B

Maximum Permitted RCPI Liabilities
as of December 31, 1995

Outstanding Debt: (1)

Current Coupon Convertible Debentures $213,170,000

Zero Coupon Convertible Debentures 360,283,410

Floating Rate Notes 117,285,234

GSMC Loan (2) 33,467,500

14% Debentures 75,787,500

Total Outstanding Debt $799,993,644

Other Liabilities:

Swaps (3) 10,000,000

Transaction Costs (4) 8,000,000

Liquidation Expenses and Other Liabilities (see Attachment 1) 5,588,196

Xxxx Breakup Fee and Related Expenses (5) 11,575,000

Total Other Liabilities(6) $ 35,163,196

Total Liabilities $835,156,840

(1) Includes accrued interest, except in the case of the Current Coupon
Convertible Debentures which is payable on January 2, 1996.

(2) Assumes 10% per annum fixed rate interest accrual, compounded
quarterly.

(3) Subject to adjustment to reflect changes in interest rates following
the date of this Agreement.

(4) Includes only professional fees to PaineWebber, Weil, Gotshal &
Xxxxxx, Xxxxxxxx & Sterling, and expense liabilities payable to GS,
GSMC and Whitehall under existing agreements. This amount will be
increased by the amount, if any, by which the expense liabilities
payable to GS, GSMC and Whitehall under existing agreements exceed
$750,000.

(5) Such amount shall be increased by the interest accrued from the 90th
day after termination of the Combination Agreement on a portion of
such amount equal to $9,575,000 at 8% per annum, compounded
semiannually.

(6) Such liabilities do not include Property-related bankruptcy costs and
expenses of the Borrower to be assumed by RCPI pursuant to
Section 5.2(e) hereof.

-5-

Attachment 1

Other Liabilities

(Amounts estimated as of December 31, 1995)

All Permitted Litigation and any expenses incurred by RCPI in connection
therewith and any indemnity payments due from RCPI to its officers and
directors in connection therewith.

Audit Fees $ 150,000
Property Appraisal 150,000
Investor Relations Consulting 150,000
Consulting Fees 20,000
Office space lease (future cash rent to the end of the lease) 770,000
Tax Return Preparation Fees 10,000
Directors' Fees and Expenses 5,000
Property Inspection 7,500
Registrar and Transfer Agent Fees 35,000
Dividend Reinvestment Plan 2,000
Investor Communications 50,000
Taxes 2,500
Data Processing 5,000
Travel and Reimbursable Expenses 3,000
Telephone Service 3,000
Miscellaneous 127,000
Office Equipment Leases 26,100
XXXXX Filings -- Xxxxxxx Corporation 25,000
Payroll -- Salaries 20,745
Payroll -- Taxes 19,702
Payroll -- Incentive Savings Plan 3,166
Contractual Severance Pay 1,602,000
Contractual Severance Benefits 152,429
Retirement Plan 513,000
Directors' and officers' insurance 1,736,054
Total $5,588,196

EXHIBIT A

FORM OF

CERTIFICATE OF INCORPORATION

[THE SURVIVING COMPANY]

1. Name. The name of the corporation is [Name] (the
"Corporation").

2. Address; Registered Office and Agent. The address of the
Corporation's registered office is 00 Xxxxxxxxxx Xxxxxx, Xxxxx X-000, Xxxx
xx Xxxxx, Xxxxxx of Kent, State of Delaware; and its registered agent at
such address is The Xxxxxxxx-Xxxx Corporation System, Inc.

3. Purposes. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law.

4. Number of Shares. The total number of shares of stock that the
Corporation shall have authority to issue is: One thousand (1,000), all of
which shall be shares of Common Stock of the par value of one cent ($.01)
each.

5. Election of Directors. The number of directors shall be as
from time to time fixed by, or in the manner provided in, the By-laws of
the Corporation. Members of the Board of Directors of the Corporation (the
"Board") may be elected either by written ballot or by voice vote.

6. Limitation of Liability. No director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that this
provision shall not eliminate or limit the liability of a director (a) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under section 174
of the General Corporation Law or (d) for any transaction from which the
director derived any improper personal benefits.

Any repeal or modification of the foregoing provision shall not
adversely affect any right or protection of a

director of the Corporation existing at the time of such repeal or
modification.

7. Indemnification.

7.1 To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the
Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative,
is or was a director or officer of the Corporation or its predecessor, or
at the request of the Corporation or its predecessor, is or was serving as
a director or officer of any other corporation or in a capacity with
comparable authority or responsibilities for any partnership, joint
venture, trust, employee benefit plan or other enterprise (an "Other
Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including, without
limitation, attorneys' fees, disbursements and other charges). Persons who
are not directors or officers of the Corporation or its predecessor (or
otherwise entitled to indemnification pursuant to the preceding sentence)
may be similarly indemnified in respect of service to the Corporation or
its predecessor or to an Other Entity at the request of the Corporation or
its predecessor to the extent the Board at any time specifies that such
persons are entitled to the benefits of this Section 7.

7.2 The Corporation shall, from time to time, reimburse or
advance to any director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with
any Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if required by the General Corporation Law, such
expenses incurred by or on behalf of any director or officer or other
person may be paid in advance of the final disposition of a Proceeding only
upon receipt by the Corporation of an undertaking, by or on behalf of such
director or officer (or other person indemnified hereunder), to repay any
such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
director, officer or other person is not entitled to be indemnified for
such expenses.

7.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 7
shall not be deemed exclusive of

any other rights to which a person seeking indemnification or reimbursement
or advancement of expenses may have or hereafter be entitled under any
statute, this Certificate of Incorporation, the By-laws of the Corporation
(the "By-laws"), any agreement, any vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity
and as to action in another capacity while holding such office.

7.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 7
shall continue as to a person who has ceased to be a director or officer
(or other person indemnified hereunder) and shall inure to the benefit of
the executors, administrators, legatees and distributees of such person.

7.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of an Other
Entity, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Section 7, the
By-laws or under section 145 of the General Corporation Law or any other
provision of law.

7.6 The provisions of this Section 7 shall be a contract
between the Corporation, on the one hand, and each director and officer who
serves in such capacity at any time while this Section 7 is in effect and
any other person entitled to indemnification hereunder, on the other hand,
pursuant to which the Corporation and each such director, officer, or other
person intend to be, and shall be, legally bound. No repeal or
modification of this Section 7 shall affect any rights or obligations with
respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened
based in whole or in part upon any such state of facts.

7.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 7
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent
jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board,
its independent legal counsel and its stockholders) to have made a
determination

prior to the commencement of such action that such indemnification or
reimbursement or advancement of expenses is proper in the circumstances nor
an actual determination by the Corporation (including its Board, its inde-
pendent legal counsel and its stockholders) that such person is not
entitled to such indemnification or reimbursement or advancement of
expenses shall constitute a defense to the action or create a presumption
that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

7.8 Any director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly,
by the Corporation or (b) any employee benefit plan of the Corporation or
any corporation referred to in clause (a) shall be deemed to be doing so at
the request of the Corporation.

7.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 7
may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in
effect at the time of the occurrence of the event or events giving rise to
the applicable Proceeding, to the extent permitted by law, or on the basis
of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be
made, by a notice in writing to the Corporation, at the time
indemnification or reimbursement or advancement of expenses is sought;
provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be
determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.

8. Adoption, Amendment and/or Repeal of By-Laws. The Board may
from time to time adopt, amend or repeal the By-laws of the Corporation;
provided, however, that any By-laws adopted or amended by the Board may be
amended or repealed, and any By-laws may be adopted, by the stockholders of
the Corporation by vote of a majority of the holders of shares of stock of
the Corporation entitled to vote in the election of directors of the
Corporation.

EXHIBIT B

FORM OF RELEASE

RELEASE, dated as of November __, 1995, made by
[RCPI][Investor][GSMC][GS] (together with its predecessors, successors and
assigns, the "Releasor") in favor of each of the Released Parties (as
defined herein).

This Release is being executed and delivered pursuant to Section
[4.2(j)] [4.3(a)] of the Agreement and Plan of Merger, dated as of the date
hereof (the "Merger Agreement"), among Rockefeller Center Properties, Inc.,
a Delaware corporation, RCPI Holdings Inc., a Delaware corporation, RCPI
Merger Inc., a Delaware corporation and a wholly owned subsidiary of RCPI
Holdings Inc., and the Investors named therein. Capitalized terms used but
otherwise not defined herein shall have the meanings ascribed to such terms
in the Merger Agreement.

The Releasor does hereby release and forever discharge (on behalf of
itself and its Affiliates) the Released Parties from any and all actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, obligations, variances, trespasses, damages, judgments, extents,
executions, claims, counterclaims and demands of any kind relating to RCPI
(collectively, "Claims"), whether in law, admiralty, or equity, that the
Releasor or any of its Affiliates ever had, now has, or hereafter can,
shall, or may have, for, upon, or by reason of any matter, cause, or thing
from the beginning of the world until the execution of this Release arising
from or relating to (a) any breach of contract by any Released Party, but
only if such breach occurred prior to the date of this Release, or (b) to
the extent not arising out of a breach of contract, actions or omissions of
any Released Party with respect to the Releasor or any of its Affiliates,
but only if such actions or omissions occurred prior to the date of this
Release. For purposes of this Release, the term "Released Parties" means
[RCPI] [each of GSMC, GS and each of the Investors] and its Affiliates and
Agents (each in its capacity as such) and their respective predecessors,
successors and assigns.

Notwithstanding anything to the contrary herein, the Releasor does
not hereby release any Released Party from the performance of any
continuing obligation that such Released Party has under or relating to any
agreement, arrangement or understanding (whether oral or written) whose
terms provide that the beneficiary of any such obligation is the Releasor
or any of its Affiliates, including, without limitation, the

Merger Agreement, the Loan Documents and any other agreements executed in
connection with the Loan Documents, and the Releasor does not hereby
release any Released Party from any Claims arising from and after the
execution hereof relating to such Released Party's performance of any such
obligations.

This Release is not intended to confer upon any person other than
each of the Released Parties any rights or remedies hereunder.

This Release shall be governed by and construed in accordance with
the laws of the State of New York (other than its rules of conflicts of law
to the extent the application of the laws of another jurisdiction would be
required thereby).

IN WITNESS WHEREOF, the Releasor has caused this Release to be signed
by its officer thereto duly authorized as of the date first above written.

[RELEASOR]

By:___________________
Name:
Title:

EXHIBIT C

Investor Commitments

Investor Commitment

Whitehall Street Real Estate Limited Partnership V $134,031,880

Rockprop, L.L.C. $ 15,639,686

Xxxxx Xxxxxxxxxxx $ 15,639,686

Exor Group S.A. $ 70,387,190

Troutlet Investments Corporation $ 70,387,190

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Table of Contents

Exhibit 16 AGREEMENT AND PLAN OF MERGER

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