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Exhibit 18
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement, dated November 7, 1995, by and
among Rockefeller Center Properties, Inc. ("RCPI") and ▇▇▇▇▇▇▇ ▇▇▇▇▇
Mortgage Company ("GSMC").
WHEREAS, RCPI, RCPI Holdings, Inc, RCPI Merger Inc., Whitehall
Street Real Estate Limited Partnership V, Rockprop, L.L.C., ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Exor Group S.A., Troutlet Investments Corporation and ▇▇▇▇▇▇▇
▇▇▇▇▇ Mortgage Company have entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated of even date herewith;
WHEREAS, in connection therewith GSMC has agreed to make
available to RCPI additional credit as more specifically provided therein
and herein on the terms and conditions set forth therein and herein.
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:
1. GSMC shall make available to RCPI pursuant to this
Supplemental Agreement additional credit (the "Additional Credit") (secured
pursuant to existing security arrangements provided for in the Loan
Documents, as defined in the Loan Agreement, dated as of December 18, 1994,
among RCPI, the Lenders parties thereto, and GSMC, as Agent (the "Loan
Agreement"), as supplemented pursuant to this Supplemental Agreement) in an
aggregate principal amount not to exceed the sum of (A) $33 million plus
(B) $12 million to pay Permitted Expenses (as defined in the Merger
Agreement) if the Closing Date (as defined in the Merger Agreement) shall
not have occurred on or before December 31, 1995, in each case under the
terms of the Loan Agreement, as supplemented pursuant to this Supplemental
Agreement.
2. The parties hereto hereby agree that the terms of the
Loan Agreement, as hereby supplemented or expressly modified, shall apply
to the Additional Credit and that the Loan Agreement is hereby supplemented
to provide that (a) of the $33 million described in clause (A) of paragraph
1 above, an amount sufficient to pay all interest that will become due from
RCPI to Whitehall Street Real Estate Limited Partnership V ("Whitehall")
and GSMC on or before December 31, 1995 shall be available only to pay such
interest and (b) of the $12 million described in clause (B) of paragraph 1
above, an amount sufficient to pay all interest that will become due from
RCPI to Whitehall and
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GSMC on or before March 31, 1996 shall be available only to pay such
interest.
3. The parties hereto hereby agree that (a) the amounts to
be lent by GSMC pursuant to this Supplemental Agreement may be borrowed by
RCPI at any time and from time to time after the date hereof, (b) once
borrowed, such amounts may be prepaid by RCPI at any time (without
penalty), (c) once prepaid, such amounts may not be reborrowed by RCPI and
(d) any such amounts shall accrue interest at a rate equal to 10% per annum
(compounded quarterly) from the date borrowed to the date due; provided
that if any amounts loaned by GSMC pursuant to this Supplemental Agreement
shall not have been repaid by the earlier of March 31, 1996 and the
termination of the Merger Agreement pursuant to Sections 6.1(b), 6.1(f) or
6.1(g) thereof, then any such borrowings (including accrued interest) that
remain outstanding shall be subject to all of the terms and conditions
(including interest rate and prepayment provisions) contained in the Loan
Agreement without give effect to the modifications of the terms thereof
effected by this Supplemental Agreement.
4. Except as otherwise expressly modified by this
Supplemental Agreement with respect to the Additional Credit provided
hereunder, all of the terms and conditions of the Loan Agreement shall
remain in full force and effect.
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5. This Supplemental 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY
By: ▇▇▇▇▇▇▇ Sachs Real Estate
Funding Corp., General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President