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Exhibit 17
November 7, 1995
Rockprop, L.L.C.
Xxxxx Xxxxxxxxxxx
Exor Group S.A.
Troutlet Investments Corporation
Reference is made to (i) the Letter Agreements, dated
October 1, 1995, as amended by the Letter Agreement, dated October 6, 1995,
among Whitehall Street Real Estate Limited Partnership V, Xxxxxxx, Sachs &
Co. ("GS"), Xxxxxxx Xxxxx Mortgage Company ("GSMC"), Tishman Speyer
Properties, L.P. and Xxxxx Xxxxxxxxxxx, as amended by the Letter Agreement,
dated October 11, 1995, and the Letter Agreement, dated October 16, 1995,
among the parties hereto (collectively, the "Investor Group Letter"),
relating to their proposal to acquire Rockefeller Center Properties, Inc.
("RCPI") and (ii) the Agreement and Plan of Merger, dated as of the date
hereof (the "Merger Agreement"), among RCPI, RCPI Holdings Inc., a Delaware
corporation ("Parent"), RCPI Merger Inc., a Delaware corporation and a
wholly owned subsidiary of Parent, and the Investors named therein.
Capitalized terms used herein but not otherwise defined herein shall have
the meanings ascribed thereto in the Investor Group Letter.
The parties hereto hereby agree as follows:
1. Rockprop, L.L.C. ("Rockprop") shall be substituted for
Tishman Speyer as a party to the Investor Group Letter, as amended hereby,
and each of the parties consents to Tishman Speyer's assignment to Rockprop
of its rights and obligations under the Investor Group Letter, as amended
hereby. Rockprop hereby agrees to expressly assume all obligations of
Tishman Speyer under the Investor Group Letter, as amended hereby, and
Tishman Speyer shall be released from any and all obligations under the
Investor Group Letter. For purposes of the Investor Group Letter, as
amended hereby, all references to GS or GSMC shall be deemed to be
references to Whitehall and neither GS nor GSMC shall have any obligations
under the Investor Group Letter, as amended hereby.
2. Notwithstanding anything to the contrary in the Investor
Group Letter, the break up fees provided for in
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Sections 7.5(b) and (c) of the Merger Agreement shall be allocated among
the Investors as follows:
50.000% to Whitehall
4.545% to Rockprop
4.545% to Rockefeller
20.455% to Exor Group S.A.
20.455% to Troutlet Investments Corporation,
provided that the above allocation shall be adjusted to reflect any changes
in the respective level of participation of each of the parties to the
Investor Group Letter pursuant to paragraph 5 below (such percentages, as
they may be adjusted pursuant to the foregoing proviso, are referred to
herein as the "Allocation Percentages").
3. Any amount received from RCPI (the "RCPI Amount")
pursuant to Section 7.5(d) of the Merger Agreement shall be allocated among
the Investors pro rata based on the relative amounts of reasonable expenses
that such Investor has actually incurred after September 28, 1995 in
connection with the preparation, negotiation, execution and performance of
the Merger Agreement and the consummation of the transactions contemplated
thereby, including, without limitation, all reasonable fees and expenses of
such Investor's Agents (as defined in the Merger Agreement) ("Expenses").
If the RCPI Amount is insufficient to reimburse each of the Investors for
its incurred Expenses, then the amount by which the aggregate amount of
Expenses incurred by all of the Investors exceeds the RCPI Amount shall be
funded by the Investors pro rata based on the Investors' Allocation
Percentages. If the Merger is consummated as contemplated by the Merger
Agreement, Parent shall fund the Expenses incurred by each of the
Investors.
4. Parent shall exercise each of its rights (each, an
"Approval Right") under the Merger Agreement to take any action or approve,
consent to or waive any action or matter only after giving notice to each
Investor of such action or matter giving rise to such Approval Right,
consulting with each Investor and receiving each Investor's instructions
with respect to such Approval Right, provided that the failure of any
Investor to provide Parent with such instructions within one business day
following Parent's giving of notice to such Investor shall be deemed an
approval by such Investor of Parent's exercise of its Approval Right at
issue. In responding to Parent, each Investor hereby agrees to be bound by
the same degree of promptness, reasonableness and good faith as is Parent
under the Merger Agreement with respect to the Approval Right at issue.
Any Investor that objects to any exercise by Parent of any Approval Right
is hereinafter referred to as an "Objecting Investor."
5. Subject to the provisions of this paragraph 5, Parent
shall have the right to exercise any such Approval Right over the objection
of an Objecting Investor; provided that upon such exercise such Objecting
Investor may
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terminate its rights and obligations under the Merger Agreement and the
Investor Group Letter, as amended hereby (collectively, the "Agreements"),
including, without limitation, its right to receive Expense reimbursement
and its obligation to bear its share of Expenses in accordance with
paragraph 3 above. If such Objecting Investor so terminates its rights
and obligations, Parent may not exercise such Approval Right unless (a)
each Investor other than the Objecting Investor (each a "Remaining
Investor") shall assume in writing its pro rata share (based on the
relative Allocation Percentages of the Remaining Investors) of the
obligations (and inure to its pro rata share of the benefits) of such
Objecting Investor under the Agreements, (b) each of the Investors
(including other Objecting Investors, if any) shall release and forever
hold harmless such Objecting Investor from any and all claims, demands,
actions, suits, causes of action or liabilities (collectively, "Claims")
arising out of or relating to such Objecting Investor's failure to perform
any of its obligations under any Agreement from and after the execution of
the release and (c) each of the Remaining Investors shall indemnify such
Objecting Investor against any judgments, fines, penalties, amounts paid in
settlement, and reasonable costs, charges and expenses (including, without
limitation, attorneys' fees, disbursements and other charges) arising out
of or relating to any Claim brought by any third party against such
Objecting Investor based on such Objecting Investor's failure to perform
any of its obligations under any Agreement from and after the execution of
the release described in clause (b), provided that such indemnified
Objecting Investor gives the other Investors prompt notice of any Claim and
does not settle any such Claim without the Investors' consent, which shall
not be unreasonably withheld. If any Remaining Investor shall fail to
fulfill its obligations in accordance with the immediately preceding
sentence, then such Remaining Investor shall be deemed to be an Objecting
Investor that has elected to terminate its rights and obligations under the
Agreements. If Whitehall shall be the Objecting Investor and shall elect
to terminate its rights and obligations as described in this paragraph 5,
then Whitehall shall sell to the other Investors all of the issued and
outstanding shares of common stock of Parent at a price equal to the price
that Whitehall paid for such shares.
6. Except as modified hereby or by the terms of the Merger
Agreement, the parties hereto agree that the Investor Group Letter shall
continue in full force and effect.
7. This letter shall be governed by and construed in
accordance with the laws of the State of New York (other than its rules of
conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby).
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8. This letter may be executed in one or more counterparts,
each of which shall be an original and all of which, when taken together,
shall constitute one and the same instrument.
If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve as a binding and enforceable agreement among the parties
hereto.
Very truly yours,
WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP V
XXXXXXX, XXXXX & CO.
XXXXXXX SACHS MORTGAGE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title:
ACCEPTED AND
AGREED TO:
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
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/s/ Xxxxx Xxxxxxxxxxx *
Xxxxx Xxxxxxxxxxx
*By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Squire X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Attorney-in-Fact
