EXHIBIT 3
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:
bullet Warrants and SARs valued at $4.00 each
bullet 14% debentures remain outstanding, but subordinate to new
financing
bullet GSMC Note is refinanced per existing agreement
bullet $75 million Whitehall Loan is intended to be called on
December 31, 2000 in accordance with its terms subject to
financial considerations at the time
If the foregoing correctly sets forth the agreement reached among the
parties hereto with respect to the subject matter hereof, kindly execute
this letter in the space provided below, at which time this letter shall
serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
XXXXXXX, SACHS & CO.
XXXXXXX XXXXX MORTGAGE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Partner
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Xxxxx X. Xxxxxx
----------------------
Name: Xxxxx X. Xxxxxx
Title: President
/s/ Xxxxx Xxxxxxxxxxx *
----------------------------
Xxxxx Xxxxxxxxxxx
*By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx
Attorney-in-Fact
Exhibit A
Sources and Uses of Funds
Sources Uses
($ 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 $33 million to RCPI in lieu of sale of Xxxx stock.
(2) See attachment 1.
Attachment 1
Accrued Expenses and Transaction Costs
Sept. - Dec. 1995
($ 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)
