o Warrants and SARs valued at $4.00 each o 14% debentures remain outstanding, but subordinate to new financing o GSMC Note is refinanced per existing agreement o $75 million Whitehall Loan is intended to be called on December 31, 2000 in accordance...

 1
                                                    Exhibit 12
















                                                      October 1, 1995




Tishman Speyer Properties, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Xxxxx Xxxxxxxxxxx
Room 5600
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000


            Reference is made to the Letter Agreement, dated as of the date
hereof, among Whitehall Street Real Estate Limited Partnership V, Xxxxxxx,
Xxxxx & Co., Xxxxxxx Sachs Mortgage Company, Tishman Speyer Properties,
L.P. and Xxxxx Xxxxxxxxxxx (the "Investor Group Letter") relating to their
proposal to acquire Rockefeller Center Properties, Inc. ("RCPI").

            In connection with the Investor Group Letter, the parties
hereto agree that for purposes of the Proposal (as defined in the Investor
Group Letter), "Sources and Uses of Funds" shall be as set forth on Exhibit
A hereto.

            In addition, the parties hereto agree that the Xxxxxxx,
Xxxxx/Whitehall position in RCPI shall be treated as set forth below:

            o     Warrants and SARs valued at $4.00 each
            o     14% debentures remain outstanding, but subordinate to new
                  financing
            o     GSMC Note is refinanced per existing agreement
            o     $75 million Whitehall Loan is intended to be called on
                  December 31, 2000 in accordance with its terms subject to
                  financial considerations at the time


 2

            If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve as a binding and enforceable agreement among the parties
hereto.

                                          Very truly yours,



                                          WHITEHALL STREET REAL
                                          ESTATE LIMITED PARTNERSHIP V

                                          XXXXXXX, SACHS & CO.

                                          XXXXXXX XXXXX MORTGAGE
                                          COMPANY


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


ACCEPTED AND
AGREED TO:

TISHMAN SPEYER PROPERTIES, L.P.
By:   Tishman Speyer Properties, Inc.
      its general partner


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


/s/ Xxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxxxxxx


*By:/s/ Xxxxx X. Xxxxxx
      Xxxxx X. Xxxxxx
      Attorney-in-Fact


 

                                                                  Exhibit A


                         Sources and Uses of Funds




                  Sources                                                    Uses
                ($ million)                                               ($ million)
                           
                                                          
 $440     Investor Equity                                 $334     Common Stock/Whitehall
                                                                   Warrants/SARs

  430     New Financing

   33     GSMC Interim Loan                                213     Refinancing of Current Coupons

   10     Xxxx Loan                                        155     GSMC Notes(1)

   18     Cash @ RCPI                                       47     Accrued Interest(2)

 $931                                                       26     Transaction Costs(2)

                                                            19     Property/G&A Expenses(2)

                                                            10     Xxxx Loan

                                                          $814

                                                           127     Working Capital

                                                          $931


(1)   Assumes GSMC lends $33 million to RCPI in lieu of sale of Xxxx stock.
      Assumes contractual prepayment penalty @ 103%.

(2)   See attachment 1.




 

                                Attachment 1


                   Accrued Expenses and Transaction Costs



                             Sept. - Dec. 1995
                                ($ millions)





                                                                                  
 Accrued Interest:

    Current Coupon Interest                                                          $(27.7)

    GSMC Interest                                                                      (3.7)

    14% Debenture Interest                                                             (5.3)

    Net Swap Expense                                                                  (10.0)

                                                                                     $(46.7)

 Transaction Costs:

    Xxxx Break-up Fee/Expenses                                                       $(11.6)

    Transaction/Refinancing Costs                                                     (14.3)

                                                                                     $(25.9)

 Property/G&A Expenses:

    G&A                                                                               $(3.5)

    Property Accounts Payable                                                         (15.0)

                                                                                     $(18.5)

 Total Accrued Expenses and Transaction
 Costs                                                                               $(91.1)