EXHIBIT 19
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 agrees 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 or 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 Section 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 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 Agent (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 Investor's 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 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 obligation 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
conflict of laws to the extent that the application of the laws of another
jurisdiction would be required thereby).
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: Partner
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
/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
_____________________________
Squire X. Xxxxxxx
Attorney-in-Fact
