LOAN AGREEMENT

 

                                                                 EXHIBIT 10.34

                                 LOAN AGREEMENT

                                      among

                      ROCKEFELLER CENTER PROPERTIES, INC.,

                           THE LENDERS PARTIES HERETO

                                       and

                    GOLDMAN SACHS MORTGAGE COMPANY, as Agent

                                   dated as of

                                December 18, 1994

                                TABLE OF CONTENTS

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SECTION 1   DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . .       1
     1.01   Definitions. . . . . . . . . . . . . . . . . . . . . . . . .       1
     1.02   Computation of Time Periods. . . . . . . . . . . . . . . . .      11
     1.03   Accounting Terms . . . . . . . . . . . . . . . . . . . . . .      11

SECTION 2   THE LOAN . . . . . . . . . . . . . . . . . . . . . . . . . .      11
     2.01   The Loan . . . . . . . . . . . . . . . . . . . . . . . . . .      11
     2.02   Maturity . . . . . . . . . . . . . . . . . . . . . . . . . .      12
            (a)   Maturity Date. . . . . . . . . . . . . . . . . . . . .      12
            (b)   Payment. . . . . . . . . . . . . . . . . . . . . . . .      12
     2.03   Interest . . . . . . . . . . . . . . . . . . . . . . . . . .      12
     2.04   The Notes. . . . . . . . . . . . . . . . . . . . . . . . . .      12
     2.05   Prepayments. . . . . . . . . . . . . . . . . . . . . . . . .      12
            (a)   Voluntary Prepayments. . . . . . . . . . . . . . . . .      12
            (b)   Mandatory Prepayments. . . . . . . . . . . . . . . . .      13
     2.06   Payments and Computations. . . . . . . . . . . . . . . . . .      13
     2.07   Taxes; Regulatory Change . . . . . . . . . . . . . . . . . .      14
            (a)  Taxes . . . . . . . . . . . . . . . . . . . . . . . . .      14
            (b)  Regulatory Change . . . . . . . . . . . . . . . . . . .      16
     2.08   Unavailability . . . . . . . . . . . . . . . . . . . . . . .      16
     2.09   Break Funding Costs. . . . . . . . . . . . . . . . . . . . .      17
     2.10   Mitigation . . . . . . . . . . . . . . . . . . . . . . . . .      17
     2.11   Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . .      17
     2.12   Sharing of Payments. . . . . . . . . . . . . . . . . . . . .      17

SECTION 3   CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . .      18
     3.01   Disbursement of Loan . . . . . . . . . . . . . . . . . . . .      18
            (a)   Executed Loan Documents. . . . . . . . . . . . . . . .      18
            (b)   Procedures Regarding Collateral. . . . . . . . . . . .      18
            (c)   No Default; Representations and
                    Warranties . . . . . . . . . . . . . . . . . . . . .      19
            (d)   Opinion of Counsel . . . . . . . . . . . . . . . . . .      19
            (e)   Corporate Documents. . . . . . . . . . . . . . . . . .      19
            (f)   Related Transactions . . . . . . . . . . . . . . . . .      19
            (g)   Fee and Expenses . . . . . . . . . . . . . . . . . . .      20
            (h)   Other Documents  . . . . . . . . . . . . . . . . . . .      20
            (i)   Loan Agreement Default . . . . . . . . . . . . . . . .      20
            (j)   Market Conditions. . . . . . . . . . . . . . . . . . .      20
            (k)   Consent to Assignment. . . . . . . . . . . . . . . . .      20
            (l)   Business Combination . . . . . . . . . . . . . . . . .      20

     3.02   Obligation of Borrower to Close. . . . . . . . . . . . . . .      21

SECTION 4   REPRESENTATIONS AND WARRANTIES OF
            BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . .      21
     4.01   Existence, Power and Ownership . . . . . . . . . . . . . . .      21

                                       -i-

     4.02   Authorization. . . . . . . . . . . . . . . . . . . . . . . .      21
     4.03   No Violations or Conflicts . . . . . . . . . . . . . . . . .      21
     4.04   Consents . . . . . . . . . . . . . . . . . . . . . . . . . .      22
     4.05   Enforceable Obligations. . . . . . . . . . . . . . . . . . .      22
     4.06   Financial Condition; Securities and
                 Exchange Commission Filings . . . . . . . . . . . . . .      22
     4.07   No Default . . . . . . . . . . . . . . . . . . . . . . . . .      23
     4.08   Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . .      23
     4.09   Indebtedness . . . . . . . . . . . . . . . . . . . . . . . .      23
     4.10   Litigation . . . . . . . . . . . . . . . . . . . . . . . . .      23
     4.11   Material Agreements. . . . . . . . . . . . . . . . . . . . .      23
     4.12   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . .      23
     4.13   Compliance with Law. . . . . . . . . . . . . . . . . . . . .      24
     4.14   ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . .      24
     4.15   Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .      24
     4.16   Use of Proceeds; Margin Stock. . . . . . . . . . . . . . . .      24
     4.17   Government Regulation. . . . . . . . . . . . . . . . . . . .      25
     4.18   Pari Passu Obligations . . . . . . . . . . . . . . . . . . .      25
     4.19   Ownership of Real Estate . . . . . . . . . . . . . . . . . .      25
     4.20   No Pending Condemnation or Eminent Domain. . . . . . . . . .      26
     4.21   Capitalization . . . . . . . . . . . . . . . . . . . . . . . .    26

SECTION 5   AFFIRMATIVE COVENANTS OF THE BORROWER. . . . . . . . . . . .      26
     5.01   Information Covenants. . . . . . . . . . . . . . . . . . . .      26
            (a)   Annual Financial Statements. . . . . . . . . . . . . .      26
            (b)   Auditor's Certificate. . . . . . . . . . . . . . . . .      27
            (c)   Quarterly Financial Statements . . . . . . . . . . . .      27
            (d)   Officer's Certificate. . . . . . . . . . . . . . . . .      27
            (e)   Auditor's Reports. . . . . . . . . . . . . . . . . . .      27
            (f)   Real Estate and Other Information. . . . . . . . . . .      28
            (g)   Other Information. . . . . . . . . . . . . . . . . . .      28
            (h)   Notice of Default or Litigation. . . . . . . . . . . .      28
            (i)   Changes to Indebtedness. . . . . . . . . . . . . . . .      29
     5.02   Preservation of Existence
                 and Franchises. . . . . . . . . . . . . . . . . . . . .      29
     5.03   Books, Records and Inspections . . . . . . . . . . . . . . .      29
     5.04   Compliance with Law. . . . . . . . . . . . . . . . . . . . .      29
     5.05   Insurance. . . . . . . . . . . . . . . . . . . . . . . . . .      29
     5.06   Maintenance of Property. . . . . . . . . . . . . . . . . . .      30
     5.07   Plan Assets. . . . . . . . . . . . . . . . . . . . . . . . .      30
     5.08   Intercreditor Agreement. . . . . . . . . . . . . . . . . . .      30
     5.09   Resale of Loan . . . . . . . . . . . . . . . . . . . . . . .      30

SECTION 6   NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . .      31
     6.01   Indebtedness . . . . . . . . . . . . . . . . . . . . . . . .      32
     6.02   Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . .      32
     6.03   Nature of Business . . . . . . . . . . . . . . . . . . . . .      32
     6.04   Consolidation, Merger, Sale or Purchase

                                      -ii-

              of Assets. . . . . . . . . . . . . . . . . . . . . . . . .      33
     6.05   Advances, Investments and Loans. . . . . . . . . . . . . . .      33
     6.06   Transactions with Affiliates . . . . . . . . . . . . . . . .      33
     6.07   Operating Lease Obligations. . . . . . . . . . . . . . . . .      33
     6.08   Sale and Leaseback . . . . . . . . . . . . . . . . . . . . .      34
     6.09   Governing Documents. . . . . . . . . . . . . . . . . . . . .      34
     6.10   ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . .      34
     6.11   Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .      34
     6.12   Modifications to Mortgage. . . . . . . . . . . . . . . . . .      34
     6.13   Mortgage Conversion. . . . . . . . . . . . . . . . . . . . .      35
     6.14   Coverage Test. . . . . . . . . . . . . . . . . . . . . . . .      35
     6.15   Modification or Prepayment of
              Indebtedness . . . . . . . . . . . . . . . . . . . . . . .      35

SECTION 7   EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . .      35
     7.01   Events of Default. . . . . . . . . . . . . . . . . . . . . .      35
            (a)   Payment. . . . . . . . . . . . . . . . . . . . . . . .      35
            (b)   Representations. . . . . . . . . . . . . . . . . . . .      36
            (c)   Covenants. . . . . . . . . . . . . . . . . . . . . . .      36
            (d)   Other Agreements . . . . . . . . . . . . . . . . . . .      36
            (e)   Bankruptcy, etc. . . . . . . . . . . . . . . . . . . .      36
            (f)   Defaults under Other Agreements. . . . . . . . . . . .      37
            (g)   Judgments. . . . . . . . . . . . . . . . . . . . . . .      37
     7.02   Remedies . . . . . . . . . . . . . . . . . . . . . . . . . .      38

SECTION 8   THE AGENT AND THE LENDERS. . . . . . . . . . . . . . . . . .      38
     8.01   The Agency . . . . . . . . . . . . . . . . . . . . . . . . .      38
     8.02   The Agent's Duties . . . . . . . . . . . . . . . . . . . . .      39
     8.03   The Agent's Liabilities. . . . . . . . . . . . . . . . . . .      39
     8.04   The Agent as a Lender. . . . . . . . . . . . . . . . . . . .      40
     8.05   Lender Credit Decision . . . . . . . . . . . . . . . . . . .      40
     8.06   Indemnification. . . . . . . . . . . . . . . . . . . . . . .      40
     8.07   Successor Agent. . . . . . . . . . . . . . . . . . . . . . .      41

SECTION 9   MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . .      42
     9.01   Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .      42
     9.02   Benefit of Agreement; Assignments and
                 Participations. . . . . . . . . . . . . . . . . . . . .      42
     9.03   No Waiver; Remedies Cumulative . . . . . . . . . . . . . . .      44
     9.04   Payment of Expenses; Indemnification . . . . . . . . . . . .      44
     9.05   Amendments, Waivers and Consents . . . . . . . . . . . . . .      47
     9.06   Counterparts . . . . . . . . . . . . . . . . . . . . . . . .      47
     9.07   Headings . . . . . . . . . . . . . . . . . . . . . . . . . .      47
     9.08   Survival of Indemnities. . . . . . . . . . . . . . . . . . .      47
     9.09   Governing Law; Submission to Jurisdiction;
              Venue. . . . . . . . . . . . . . . . . . . . . . . . . . .      48
     9.10   Severability . . . . . . . . . . . . . . . . . . . . . . . .      48

                                      -iii-

     9.11   Entirety . . . . . . . . . . . . . . . . . . . . . . . . . .      48
     9.12   Survival of Representations and
              Warranties . . . . . . . . . . . . . . . . . . . . . . . .      48

SCHEDULES

Schedule 4.09 - Indebtedness
Schedule 4.10 - Litigation
Schedule 4.11 - Material Agreements
Schedule 5.05 - Insurance

EXHIBITS

Exhibit A - Form of Floating Rate Promissory Note
Exhibit B - Form of Officer's Certificate
Exhibit C - Form of Assignment of Mortgage
Exhibit D - Form of Collateral Trust Agreement
Exhibit E - Form of Letter Agreement
Exhibit F - Form of Registration Rights Agreement

                                      -iv-

                                 LOAN AGREEMENT

          LOAN AGREEMENT, dated as of December 18, 1994 (the "Loan Agreement"),
among Rockefeller Center Properties, Inc., a Delaware corporation (the
"Borrower"), the lenders identified on the signature pages hereto (each, a
"Lender" and, collectively, the "Lenders") and Goldman Sachs Mortgage Company, a
New York limited partnership, as Agent for the Lenders (the "Agent").

                                    RECITALS

          WHEREAS, the Borrower has requested that the Lenders make loans to it
in the aggregate principal amount of $150,000,000, the proceeds of such loans to
be used by the Borrower to retire its outstanding commercial paper, to pay fees
and expenses in connection with this Loan Agreement and to satisfy the interest
rate swap agreements specified in Schedule 4.09; and

          WHEREAS, the Lenders have agreed to make the requested loans to the
Borrower on the terms and conditions hereinafter set forth.

          NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

                                    SECTION 1
                        DEFINITIONS AND ACCOUNTING TERMS

          1.01.  DEFINITIONS.  As used herein, the following terms shall have
the meanings specified herein unless the context otherwise requires.  Defined
terms herein shall include in the singular number the plural and in the plural
the singular:

          "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all partners,
directors and officers of such Person), controlled by or under direct or
indirect common control with such Person.  A Person shall be deemed to control a
corporation or a partnership if such Person possesses, directly or indirectly,
the power (i) to vote 10% or more of the securities having ordinary voting power
for the election of directors of such corporation or to vote 10% or more of the
partnership interests of such partnership or (ii) to direct or cause direction
of the management and policies of such corporation or partnership, whether
through

the ownership of voting securities, as managing or general partner, by contract
or otherwise.

          "ASSIGNMENT OF MORTGAGE" means the Assignment of Mortgage in the form
of Exhibit C hereto from the Borrower to the Collateral Agent providing for an
assignment of the Mortgage as security for the Loan, the 14% Debentures and the
Indenture Securities.

          "BASE RATE" means the average of the rates of interest per annum
publicly announced by each of Citibank, N.A., Chemical Bank and Chase Manhattan
Bank, N.A. from time to time as its prime or reference rate, the Base Rate to
change as and when the base rate of any such bank shall change.

          "BUSINESS DAY" means any day other than a Saturday, a Sunday, a legal
holiday in New York, New York or a day on which banking institutions in New
York, New York are authorized by law or other governmental action to close;
PROVIDED, HOWEVER, if the day in question relates to the determination of the
LIBO Rate, an Interest Period or an Interest Payment Date, a "Business Day"
means a day upon which banks are open for the transaction of business in London,
England and New York, New York and dealings in U.S. dollar deposits are also
carried on in the London interbank market.

          "CASH EQUIVALENTS" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) U.S. dollar denominated time
deposits and certificates of deposit of a bank (an "Approved Bank") that is
either (x) any domestic commercial bank of recognized standing having capital
and surplus in excess of $500,000,000 or (y) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof, in each case with
maturities of not more than six months from the date of acquisition,
(iii) commercial paper and variable or fixed rate notes issued by any Approved
Bank (or by the parent company thereof) or any variable rate notes issued or
guaranteed by any Approved Bank rated at least A-1 (or the equivalent thereof)
by S&P or at least P-1 (or the equivalent thereof) by Moody's and maturing
within six months of the date of acquisition, (iv) repurchase agreements with a
bank or trust company or recognized

                                       -2-

securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States of America
in which the Borrower shall have a perfected first priority security interest
(subject to no other Liens) and having, on the date of purchase thereof, a fair
market value of at least 100% of the amount of the repurchase obligations, and
(v) publicly traded short-term notes, bonds and other obligations having short-
term unsecured debt ratings of at least A-1 (or the equivalent thereof) by S&P
or at least P-1 (or the equivalent thereof) by Moody's.

          "CLOSING DATE" has the meaning specified in Section 2.01 hereof.

          "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

          "COLLATERAL AGENT" means the Trustee under the Collateral Trust
Agreement.

          "COLLATERAL TRUST AGREEMENT" means the Collateral Trust Agreement in
the form of Exhibit D hereto among the Collateral Agent, the Agent, Whitehall,
the Borrower and the Trustee providing for a pledge of the Mortgage Note and
other collateral as security for the Loans, the 14% Debentures and the Indenture
Securities.

          "COMMON STOCK" means common shares, par value $.01, of the Borrower.

          "CONSISTENT BASIS" or "CONSISTENT BASIS" means, with regard to the
application of accounting principles, accounting principles consistent in all
material respects with the accounting principles used and applied in preparation
of the financial statements previously delivered to the Lenders and referred to
in Section 4.06.

          "DEBENTURE PURCHASE AGREEMENT" means the Debenture Purchase Agreement
dated the date hereof between the Borrower and Whitehall.

          "DEFAULT" means any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated thereunder.

                                       -3-

          "ERISA AFFILIATE" means each person (as defined in Section 3(9) of
ERISA) which together with the Borrower would be deemed to be a member of the
same "controlled group" within the meaning of Section 414(b), (c), (m) or (o) of
the Code.

          "EVENT OF DEFAULT" has the meaning specified in Section 7.01 hereof.

          "FIXED AMORTIZATION AMOUNT" has the meaning specified in Section
2.05(b).

          "14% DEBENTURES" means the Borrower's 14% Debentures issued pursuant
to the Debenture Purchase Agreement.

          "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" means generally accepted accounting principles in the
United States in effect as of the date of this Loan Agreement.

          "GUARANTY OBLIGATIONS" means any obligations (other than endorsements
in the ordinary course of business of negotiable instruments for deposit or
collection) guaranteeing any Indebtedness, leases, dividends or other
obligations of any other Person in any manner, whether direct or indirect, and
including, without limitation, any obligation, whether or not contingent, (i) to
purchase any such Indebtedness or other obligation or any property constituting
security therefor, (ii) to advance or provide funds or other support for the
payment or purchase of such Indebtedness or obligation or to maintain working
capital, solvency or other balance sheet condition of such other Person
(including without limitation keep well agreements, maintenance agreements,
comfort letters or similar agreements or arrangements), (iii) to lease or
purchase property, securities or services primarily for the purpose of assuring
the owner of such Indebtedness or obligation, or (iv) to otherwise assure or
hold harmless the owner of such Indebtedness or obligation against loss in
respect thereof.

          "INDEBTEDNESS" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money, (ii) the deferred
purchase price of assets which in accordance with generally accepted accounting
principles would be shown to be a liability (or on the liability side of a
balance sheet) of such Person, (iii) all Guaranty Obligations of such Person,
(iv) the maximum amount of all letters of credit issued or acceptance facilities
established for the account of such Person and, without duplication, all drafts
drawn thereunder (other than letters

                                       -4-

of credit (x) supporting other Indebtedness of such Person, or (y) offset by a
like amount of cash or government securities held in escrow to secure such
letter of credit and draws thereunder), (v) all capitalized lease obligations of
such Person, (vi) all indebtedness of another Person secured by any lien on any
property of such Person, whether or not such indebtedness has been assumed,
(vii) all obligations under take-or-pay or similar arrangements or under
interest rate swap, currency swap, or commodities agreements of such Person,
(viii) indebtedness created or arising under any conditional sale or title
retention agreement of such Person, (ix) obligations of such Person with respect
to withdrawal liability or insufficiency in excess of $5,000,000 (calculated on
an accumulated benefit obligation basis) under ERISA or under any qualified plan
or related trust and (x) all other obligations which in accordance with
generally accepted accounting principles would be shown to be a liability (or on
the liability side of a balance sheet) of such Person; PROVIDED, HOWEVER, that
Indebtedness shall not include trade payables and accrued expenses arising or
incurred in the ordinary course of business.

          "INDENTURE SECURITIES" means the securities of the Borrower issued
pursuant to the 1985 Indenture.

          "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated as
of the date hereof among the Agent, the Lenders, Whitehall and the Borrower.

          "INTEREST PAYMENT DATE" means the last day of each Interest Period.

          "INTEREST PERIOD" means (a) with respect to the initial Interest
Period, the period beginning on the Closing Date and ending on the first day of
the next succeeding March, June, September or December, as the case may be, and
(b) with respect to each succeeding Interest Period, the three-month period
beginning on the day after the end of the preceding Interest Period; PROVIDED,
HOWEVER, (A) if any Interest Period would end on a day which is not a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
(except that where the next succeeding Business Day falls in the next succeeding
calendar month, then the Interest Period shall end on the next preceding
Business Day), (B) no Interest Period shall extend beyond the Maturity Date and
(C) where an Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month in which the Interest Period is to end,
such Interest Period shall end on the

                                       -5-

last Business Day of such calendar month.

          "LENDER" has the meaning given to such term in the first paragraph of
this Loan Agreement.

          "LETTER AGREEMENT" means the letter agreement in the form of Exhibit E
hereto regarding the assignment by the Borrower of its title insurance benefits
to the Collateral Agent.

          "LIBO RATE" means, with respect to each Interest Period, a rate of
interest per annum equal to either (i) the rate per annum for U.S. dollar
deposits in the London interbank Eurodollar market appearing on Telerate Page
3750 as of 11:00 a.m. New York City time on the day that is two Business Days
before the first day of the applicable Interest Period or (ii) if the rate
referred to in the preceding subparagraph (i) is not available or cannot be
determined, the rate per annum as determined by the Agent to be the rate per
annum then being paid by first-class banking organizations in the London
interbank Eurodollar market at 11:00 a.m. (New York City time) on the day that
is two Business Days before the first day of the applicable Interest Period, in
each case in an amount substantially equal to the then aggregate outstanding
balance of the Loans and for a period equal to three months.

          "LIEN" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice perfecting a security interest under
the Uniform Commercial Code as adopted and in effect in the relevant
jurisdiction, or other similar recording or notice statute, and any lease in the
nature thereof).

          "LOAN" and "LOANS" shall have the meanings given to such terms in
Section 2.01 hereof.

          "LOAN DOCUMENTS" means this Loan Agreement, the Note, the Assignment
of Mortgage, the Collateral Trust Agreement, the Intercreditor Agreement, the
Registration Rights Agreement, the Letter Agreement, the Debenture Purchase
Agreement, the 14% Debentures, the Stock Appreciation Rights Agreement, the
Stock Appreciation Rights, the Warrant Agreement and the Warrants.

                                       -6-

          "MATURITY DATE" shall have the meaning given to such term in Section
2.02(a) hereof.

          "MOODY'S" means Moody's Investors Service, Inc.

          "MORTGAGE" means, collectively, the Mortgage and Security Agreement,
dated as of September 19, 1985, by RCPA and RCP to the Borrower, the
Consolidation, Extension, Modification and Spreader Agreement, dated as of
September 19, 1985, among RCPA, RCP and the Borrower, recorded with and
certified by the City Register of the City of New York, and the Assignment of
Rents, dated as of September 19, 1985, by RCPA and RCP to the Borrower, recorded
with and certified by the City Register of the City of New York, each as amended
from time to time.

          "MORTGAGE NOTE" means, collectively, the Mortgage Note, dated as of
September 19, 1985, in the amount of $1,255,160,004, in favor of the Borrower
and the Consolidated Mortgage Note, dated as of September 19, 1985, in the
amount of $44,839,996, each as amended from time to time.

          "NET CASH FLOW" means, for the period in question and based on a cash
basis of accounting (as modified to deduct accruals for any taxes and
insurance), (i) gross receipts and/or income related to the Mortgage Note and
Real Estate (including all rents, tax escrows, insurance proceeds, condemnation
proceeds, and any other receipts or payments actually received by or on behalf
of the Borrower under or in connection with the Real Estate or the Mortgage Note
except tax escrows and condemnation and insurance proceeds legally or
contractually required to be paid over to another Person by the Borrower whether
or not within the period in question) and receipts from any other source,
including the net proceeds of any sale of equity by the Borrower, minus (ii) the
sum of (x) those actual operating, renting, administrative, legal and other
ordinary expenses incurred by the Borrower, (y) interest paid or (without
duplication) accrued (on a straight line basis) with respect to the Loan, the
14% Debentures, the Indenture Securities and any other Indebtedness permitted by
Section 6.01, and (z) dividends paid to holders of Common Stock or (without
duplication) accrued (on a straight line basis) and distributions, if any, paid
or (without duplication) accrued (on a straight line basis) to holders of the
Warrants or the Stock Appreciation Rights as permitted by Section 6.11;
PROVIDED, HOWEVER, for purposes of this calculation, expenses specified in
clause (x) shall not include (except for the accruals described in the first
parenthetical of this definition) any non-cash charges of the Borrower,

                                       -7-

including, without limitation, any depreciation or amortization; and, PROVIDED,
FURTHER, that amounts accrued in respect of interest, dividends or distributions
as specified in clauses (y) and (z) above may not be used for any purpose other
than such interest payments, dividends or distributions, and, if not so used,
such amounts shall be included in the calculation of Net Cash Flow hereunder.

          "1985 INDENTURE" means the Indenture, dated as of September 15, 1985
from the Borrower to United States Trust Company (as successor to Manufacturers
Hanover Trust Company), as Trustee, as amended by the First Supplemental
Indenture dated as of December 15, 1985, as further amended from time to time.

          "1985 LOAN AGREEMENT" means the Loan Agreement dated as of September
19, 1985 among the Borrower, RCPA and RCP, as amended from time to time.

          "NOTES" means, collectively, the floating rate promissory notes of the
Borrower in favor of each of the Lenders evidencing the Loans and provided in
accordance with Section 2.04 hereof, as such promissory notes may be amended,
modified, supplemented or replaced from time to time.

          "PERMITTED INVESTMENTS" means cash and Cash Equivalents.

          "PERMITTED LIENS" means (i) Liens created by the Collateral Trust
Agreement, the Assignment of Mortgage and the Letter Agreement or otherwise
created by, under or in connection with this Loan Agreement or the other Loan
Documents in favor of the Collateral Agent; (ii) Liens for taxes not yet due or
Liens for taxes being contested in good faith by appropriate proceedings for
which adequate reserves have been established (and as to which the property
subject to such Lien is not yet subject to foreclosure, sale or loss on account
thereof); (iii) Liens in respect of property imposed by law arising in the
ordinary conduct of business such as materialmen's, mechanics', warehousemen's
and other like Liens; provided that such Liens secure only amounts not yet due
and payable or amounts being contested in good faith by appropriate proceedings
for which adequate reserves have been established (and as to which the property
subject to such lien is not yet subject to foreclosure, sale or loss on account
thereof); (iv) pledges or deposits made to secure payment under worker's
compensation insurance, unemployment insurance, pensions, social security
programs, public liability laws or similar legislation; (v) Liens arising

                                       -8-

from good faith deposits in connection with or to secure performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, contracts,
performance and return-of-money bonds and other similar obligations incurred in
the ordinary course of business (other than obligations in respect of the
payment of borrowed money); (vi) easements, rights-of-way, restrictions
(including zoning restrictions), defects or irregularities in title and other
similar charges or encumbrances not, in any material respect, interfering with
the ordinary course of business of the Borrower; (vii) leases or subleases
granted to others, whether existing now or hereafter entered into, in the
ordinary conduct of business, not in any material respect, interfering with the
ordinary conduct of business of the Borrower; and (viii) any attachment or
judgment lien, unless the judgment it secures shall not, within 30 days after
the entry thereof, have been discharged or execution thereof stayed pending
appeal, or shall not have been discharged within 30 days after the expiration of
any such stay.

          "PERSON" means any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise (whether or not
incorporated), or any government or political subdivision or any agency,
department or instrumentality thereof.

          "PLAN" means any multiemployer or tax-qualified single-employer plan
as defined in Section 4001 of ERISA.

          "PLAN ASSETS" means such term within the meaning and as defined in the
Department of Labor Regulation 29 CFR Section 2510.3-101, as amended, and the
advisory opinions or other administrative interpretations thereunder.

          "PURCHASE OPTION" means the Purchase Option, dated as of September 19,
1985, among RCPA, RCP and the Borrower.

          "RCP" means Rockefeller Center Properties, a New York general
partnership.

          "RCPA" means RCP Associates, a New York limited partnership.

          "REAL ESTATE" means the real property identified in Exhibit A to the
Mortgage and Security Agreement, dated as of September 19, 1985, by RCPA and RCP
to the Borrower, but excluding any Development Rights (as defined therein)
available to the land identified in Exhibit A and Exhibit C thereto and the area
identified in Exhibit B thereto.

                                       -9-

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement in the form of Exhibit F hereto among the Borrower, the Agent and
Whitehall.

          "REGULATION G, T, U OR X" means, respectively, Regulation  G, T, U and
X of the Board of Governors of the Federal Reserve System as from time to time
in effect and any successor to all or a portion thereof.
Regulation G, T, U or X" means, respectively, Regulation  G, T, U and X of the
          "REQUIRED LENDERS" means Lenders holding more than 50% of the
aggregate outstanding principal amount of the Loans.

          "RGI PLAN" shall have the meaning given to such term in Section 4.14
hereof.

          "S&P" means Standard & Poor's Corporation.

          "SAR AGENT" means the SAR Agent under the Stock Appreciation Rights
Agreement.

          "STOCK APPRECIATION RIGHTS" means the stock appreciation rights issued
pursuant to the Stock Appreciation Rights Agreement.

          "STOCK APPRECIATION RIGHTS AGREEMENT" means the Stock Appreciation
Rights Agreement dated the date hereof between the Borrower and the SAR Agent.

          "SUBSIDIARY" of any Person means, with respect to such Person, (i) any
corporation more than 25% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time, any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries, and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than 25% equity interest at any time.

          "TRUSTEE" means United States Trust Company, as Trustee, under the
1985 Indenture, or any successor trustee thereto.

          "WARRANT AGENT" means the Warrant Agent under the Warrant Agreement.

                                      -10-

          "WARRANT AGREEMENT" means the Warrant Agreement dated the date hereof
between the Borrower and the Warrant Agent.

          "WARRANTS" means the warrants for the purchase of shares of Common
Stock issued pursuant to the Warrant Agreement.

          "WHITEHALL" means Whitehall Street Real Estate Limited Partnership V,
a Delaware limited partnership.

          1.02.  COMPUTATION OF TIME PERIODS.  For purposes of computation of
periods of time hereunder, the word "from" means "from and including" and the
words "to" and "until" each mean "to but excluding."

          1.03.  ACCOUNTING TERMS.  Accounting terms used but not otherwise
defined herein shall have the meanings provided, and be construed in accordance
with, generally accepted accounting principles.

                                    SECTION 2
                                    THE LOAN

          2.01.  THE LOAN.  Subject to the terms and conditions set forth
herein, each Lender agrees to make a term loan (each a "Loan", and collectively,
the "Loans") to the Borrower on the Closing Date (as defined below) in a
principal amount equal to its loan commitment as set forth on the signature
pages hereto, the aggregate principal amount of the Loans to be equal to
$150,000,000.  Each Lender will make available to the Agent no later than 12:00
noon, New York time, on the Closing Date, the amount of its Loan in immediately
available funds at the office of the Agent specified in Section 8.01.  Upon
receipt by the Agent of all such funds and upon satisfaction of the conditions
set forth in Section 3.01, the Agent shall disburse the Loans to the Borrower by
making a wire transfer in the aggregate principal amount of the Loans to the
account designated by the Borrower.  Subject to the provisions of Sections 3.01
and 3.02, the date of the making of the Loans (the "Closing Date") shall occur
as soon as practicable but in no event more than 5 Business Days following
satisfaction of the condition specified in Section 3.01(k); PROVIDED, that the
Closing Date shall not occur later than the close of business on March 31, 1995
unless the parties hereto otherwise agree.

                                      -11-

          2.02.  MATURITY.

          (a)  MATURITY DATE.  The Loans shall be due and payable on December
31, 2000 (the "Maturity Date").

          (b)  PAYMENT.  The Borrower agrees to pay the outstanding principal
amount of the Loans, together with all accrued but unpaid interest thereon and
all other amounts owing from the Borrower to the Lenders, on the Maturity Date.

          2.03.  INTEREST.  The outstanding principal balance of the Loans from
time to time shall bear interest at a rate per annum equal to the LIBO Rate plus
4%, or, in the event the interest rate conversion provided by Section 2.08 is
elected by the Agent, the Base Rate plus 3%, from the Closing Date through and
including the Maturity Date.  The interest rate shall be set two Business Days
prior to the Closing Date and two Business Days prior to the first day of each
Interest Period thereafter.  Notwithstanding the foregoing, upon the occurrence
and during the continuance of an Event of Default, the principal of and, to the
extent permitted by law, interest on the Loans shall bear interest, payable on
demand, at a rate equal to 4% per annum in excess of the rate otherwise
applicable hereunder.  Except as otherwise provided herein, accrued interest
shall be payable in arrears on each Interest Payment Date.

          2.04.  THE NOTES.  The Loans shall be evidenced by duly executed
floating rate promissory notes of the Borrower, one such Note for each Lender in
the principal amount of each such Lender's Loan, substantially in the form of
Exhibit A attached hereto.

          2.05.  PREPAYMENTS.

          (a)  VOLUNTARY PREPAYMENTS.  The Borrower shall have the right to
prepay the Loans at any time in whole or in part upon 30 days advance written
notice to the Agent; PROVIDED, HOWEVER, such prepayments may be made only on the
last day of an Interest Period (unless the Borrower pays the breakage costs
provided for in Section 2.10 hereof).  Voluntary prepayments made during the
period from the Closing Date through the first anniversary thereof shall be made
at 103% of the principal amount prepaid; voluntary prepayments made during the
period from the day after the first anniversary of the Closing Date through the
second anniversary of the Closing Date shall be made at 101.5% of the principal
amount prepaid; and voluntary prepayments made thereafter shall be made at 100%
of the principal amount

                                      -12-

prepaid, in each case with interest accrued to the date of prepayment.
Voluntary prepayments of the Loans shall be applied first to accrued but unpaid
interest and then to the principal balance of the Loans.  Amounts prepaid
hereunder may not be reborrowed.

          (b)  MANDATORY PREPAYMENTS.  On each Interest Payment Date commencing
June 1, 1995 through the Maturity Date the Borrower shall prepay the Loans in an
amount equal to Net Cash Flow calculated as of the last day of the most recent
fiscal quarter; PROVIDED, HOWEVER, that for each fiscal year through 1999, the
prepayment to be made by the Borrower on the last Interest Payment Date in each
such fiscal year shall be in an amount equal to the greater of (i) the amount
payable hereunder pursuant to the preceding clause and (ii) the Fixed
Amortization Amount minus the aggregate amount of prepayments previously made
pursuant to this Section 2.05(b) during such fiscal year.  "Fixed Amortization
Amount" means, for 1995, $3,000,000, for 1996, $9,000,000, for 1997,
$10,000,000, for 1998, $12,000,000 and, for 1999, $15,000,000.  Amounts so
prepaid may not be reborrowed.

          2.06.  PAYMENTS AND COMPUTATIONS.  All payments hereunder shall be
made to the Agent, for the benefit of the Lenders, in U.S. dollars in
immediately available funds to the account of the Agent as notified to the
Borrower not later than 2:00 p.m. (New York City time) on the date when due.
Payments received after such time shall be deemed to have been received on the
next succeeding Business Day.  Subject to the definition of Interest Period,
whenever any payment hereunder shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day (subject to accrual of interest and fees for the period of such
extension).  All computations of interest and fees shall be made on the basis of
actual number of days elapsed over a year of 360 days.  Interest shall accrue
from and include the date of the Loans, but exclude the date on which the Loans
are repaid.  All payments received from the Borrower hereunder shall be applied
in the following order:  FIRST, to the payment of any costs and expenses and
other amounts due pursuant to Section 9.04; SECOND, to the payment of any amount
due under this Loan Agreement other than any amount referred to in this
sentence; THIRD, to the ratable payment of interest due on the Notes; FOURTH, to
the ratable payment of principal and premium, if any, due on the Notes.

                                      -13-

          2.07.  TAXES; REGULATORY CHANGE.  (a)  TAXES. (i) To the extent
permitted by law, all payments under this Loan Agreement and under the Notes
(including payments of principal and interest) shall be payable to each Lender
free and clear of any and all present and future taxes, levies, imposts, duties,
deductions, withholdings, fees, liabilities and similar charges (collectively,
the "Taxes"); PROVIDED, that "Taxes" shall not include taxes imposed on or
measured by the overall net income of each Lender by the United States of
America or any political subdivision or taxing authority thereof or therein, or
taxes on or measured by the net income of any foreign office, branch or
subsidiary of such Lender by any foreign country or subdivision thereof in which
such office, branch or subsidiary is doing business or is organized or
considered to be resident.  If any Taxes are required to be withheld or deducted
from any amount payable under this Loan Agreement or any Note, then the amount
payable under this Loan Agreement or such Note shall be increased to the amount
which, after deduction from such increased amount of all Taxes required to be
withheld or deducted therefrom, will yield to such Lender the amount stated to
be payable under this Loan Agreement or such Note.  The Borrower shall execute
and deliver to any Lender upon its request such further instruments as may be
necessary or desirable to give full force and effect to any such increase.  The
Borrower shall also hold each Lender harmless and indemnify it for any stamp or
other similar taxes with respect to the preparation, execution, delivery,
recording or enforcement of the Loan Documents (all of which shall be included
within "Taxes").  If any of the Taxes specified in this Section 2.07(a) are paid
by any Lender, the Borrower shall, upon demand of such Lender, promptly
reimburse such Lender for such payments, together with any interest, penalties
and expenses incurred in connection therewith.  The Borrower shall deliver to
the Agent certificates or other valid vouchers for all Taxes or other changes
deducted from or paid with respect to payments made by the Borrower hereunder.

          (ii) If any Lender or the Agent receives an official notice of refund
in respect of any Taxes as to which it has been indemnified by the Borrower
pursuant to this Section 2.07, it shall promptly notify the Borrower of the
availability of such refund and apply for such refund at the Borrower's expense.
If any Lender or the Agent receives a refund in respect of any Taxes as to which
it has been indemnified by the Borrower, it shall promptly pay such refund
(including interest and penalties, if any) to the Borrower, net of reasonable
out-of-pocket expenses of such Lender or the Agent.

                                      -14-

          (iii) Each Lender organized under the laws of a jurisdiction outside
the United States (a "Non-U.S. Lender"), on or prior to the date of its
execution and delivery of this Loan Agreement in the case of each original
Lender or on the date of the assignment and acceptance pursuant to which it
becomes a Lender in the case of each other Lender (in each such case, the
"Initial Date"), and from time to time thereafter as appropriate (but only so
long as such Lender remains lawfully able to do so), shall provide each of the
Borrower and the Agent two true and complete copies of Internal Revenue Service
Form 1001 or 4224 or (in the case of a Lender that has delivered to the Borrower
and the Agent a duly executed certificate described below) Form W-8, as
appropriate, or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Non-U.S. Lender is exempt from United States
withholding tax on all payments pursuant to this Loan Agreement or the Notes or,
in the case of a Lender providing a Form W-8, certifying that the Lender is a
foreign corporation, partnership, estate or trust.  If such Non-U.S. Lender
delivers a Form W-8, it shall thereafter deliver a certificate representing that
such Non-U.S. Lender is not a "bank" for the purposes of Section 881(c) of the
Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Code).  A Non-U.S. Lender shall not be entitled to indemnification under the
Loan Documents in respect of United States withholding tax to the extent that
the obligation to withhold amounts with respect to such tax is imposed under the
law (including for purposes of this subparagraph (iii), without limitation,
statutes, regulations, and proposed regulations) in existence on the Initial
Date or, with respect to payments to a new lending office, the date such Non-
U.S. Lender designated such new lending office with respect to a Loan.  Nothing
in the preceding sentence shall release the Borrower from its obligation to
indemnify a Lender other than an original Lender in respect of United States
withholding taxes to the extent that those taxes are imposed as a result of a
change after the date hereof in the portfolio interest exemption.  Further, for
any period with respect to which a Non-U.S. Lender has failed to provide the
Borrower with the appropriate form and, if applicable, certificate described in
this subsection (other than if the Lender is legally unable to provide such form
or certificate due to a change in law occurring subsequent to the date on which
a form originally was required to be provided, or if such form or certificate
otherwise is not required under the first sentence of this subsection (iii),
such Lender shall not be

                                      -15-

entitled to indemnification under the Loan Documents with respect to withholding
taxes imposed by the United States.

          (b)  REGULATORY CHANGE.  If, as a result of any change in law or
regulation or in the interpretation thereof by any court or governmental or
administrative authority or the enactment of any law or regulation, (a) any
reserve, special deposit, capital adequacy or similar requirements (other than
such requirements as are taken into account in determining the LIBO Rate)
relating to any extensions of credit or other assets of, or any deposits with or
other liabilities of any Lender is imposed, modified or deemed applicable; or
(b) any other condition affecting a Loan subject to the LIBO Rate (other than in
respect of taxes covered by Section 2.07(a) or expressly excluded from the
definition of Taxes as specified in Section 2.07(a)) is imposed on any Lender
and such Lender reasonably determines that, by reason thereof, the cost to such
Lender of making or maintaining its Loan is increased, or any amount receivable
by such Lender hereunder in respect of any portion of its Loan is reduced, in
each case by an amount deemed by such Lender to be material (such increases in
cost and reductions in amounts receivable being herein called "Increased
Costs"), then the Borrower agrees that it will pay to such Lender upon its
request such additional amount or amounts as will compensate such Lender for
such Increased Costs to the extent such Lender reasonably determines that such
Increased Costs are allocable to its Loan.  Each Lender will notify the Borrower
of any event occurring after the date hereof which will entitle such Lender to
compensation pursuant to this Section 2.07 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation.
Notwithstanding the foregoing, in no event shall the Borrower be required to
compensate any Lender for any portion of its income or franchise taxes, whether
or not attributable to payments made by such Lender.  If any Lender requests
compensation under this Section 2.07, the Borrower may, by notice to such
Lender, require that such Lender furnish to the Borrower a statement setting
forth the basis for requesting such compensation and the method for determining
the amount thereof.

          2.08.  UNAVAILABILITY.  Without limiting the effect of Section 2.07,
in the event that, (a) the Agent shall have determined in good faith after
reasonable investigation that dollar deposits in the principal amount of the
Loans are not generally available in the London interbank market, or
(b) reasonable means do not exist for ascertaining the LIBO Rate, then, if the
Agent so elects, by notice to the Borrower, the interest rate applicable to the

                                      -16-

then outstanding principal balance of the Loans shall be converted to a rate
equal to the then Base Rate as in effect from time to time plus 3%.  If the
Agent elects to convert the interest rate applicable to the Loans to the Base
Rate plus 3% pursuant to the terms of this Section 2.08 the Borrower may, by
notice to the Agent, require that the Agent furnish to the Borrower a statement
setting forth the basis for such election.

          2.09.  BREAK FUNDING COSTS.  The Borrower agrees that it will
reimburse each Lender on demand for any loss incurred or to be incurred by such
Lender in the reemployment of the funds released by any prepayment of any
principal balance of the Loans if such prepayment occurs other than on the last
day of an Interest Period.  Such loss shall be the difference as reasonably
determined by such Lender between the amount that would have been realized by
such Lender for the remainder of such Interest Period based on the LIBO Rate
applicable for such Interest Period (without regard to the applicable spread
over the LIBO Rate referred to in Section 2.03) and any lesser amount that would
be realized by such Lender in reemploying the funds received in prepayment by
making loans of the same type (but utilizing the then applicable LIBO Rate) in
the principal amount prepaid during the period from the date of prepayment to
the last day of the then applicable Interest Period.

          2.10.  MITIGATION.  The Lenders shall use reasonable efforts to avoid
or mitigate any indemnifiable Taxes, increased cost, reduced receivable or
suspension of the availability of the LIBO Rate under Sections 2.07 and 2.08 to
the greatest extent practicable (including transferring the Loan to an
affiliate) unless, in the opinion of any Lender, such efforts would be likely to
have any adverse effect upon it.

          2.11.  PRO RATA TREATMENT.  Except to the extent otherwise provided
herein, each Loan, each payment or prepayment of principal of any Loan, and each
payment of interest on the Loans, shall be allocated pro rata among the Lenders.
The Agent agrees to forward to the Lenders such principal and interest payments
on the same Business Day as such amounts are received, collected or applied by
the Agent from the Borrower unless the Agent receives such amounts after
2:00 p.m., New York time, in which case such payments shall be forwarded by the
Agent to the Lenders on the next Business Day.

          2.12.  SHARING OF PAYMENTS.  Each Lender agrees that, in the event
that any Lender shall obtain any payment

                                      -17-

in respect of any Loan owing to such Lender under this Loan Agreement through
the exercise of a right of set-off, banker's lien, counterclaim or otherwise in
excess of its pro rata share as provided for in this Loan Agreement, such Lender
shall promptly purchase from the other Lenders a participation in such Lenders'
Loans, in such amounts and with such other adjustments from time to time, as
shall be equitable in order that all Lenders share such payment in accordance
with their respective ratable shares as provided for in this Loan Agreement.
Each Lender further agrees that if a payment to a Lender (which is obtained by
such Lender through the exercise of a right of set-off, banker's lien,
counterclaim or otherwise) shall be rescinded or must otherwise be restored,
each Lender which shall have shared the benefit of such payment shall, by
repurchase of a participation theretofore sold, return its share of that benefit
to each Lender whose payment shall have been rescinded or otherwise restored.
The Borrower agrees that any Lender so purchasing such a participation may, to
the fullest extent permitted by law, exercise all rights of payment, including
set-off, banker's lien or counterclaim, with respect to such participation as
fully as if such Lender were a holder of such Loan or other obligation in the
amount of such participation.

                                    SECTION 3
                              CONDITIONS PRECEDENT

          3.01.  DISBURSEMENT OF LOAN.  The obligation of the Lenders to
disburse the principal amount of the Loans is subject to the satisfaction (or
waiver by the Lenders, PROVIDED, that the Lenders shall not waive the condition
set forth in Section 3.01(k) without the consent of the Borrower which consent
shall not be unreasonably withheld by the Borrower) on or prior to the Closing
Date of the following conditions (in form and substance acceptable to the
Lenders) and the Borrower agrees to use its best efforts to the extent possible
to satisfy such conditions as promptly as practicable after the date hereof:

          (a)  EXECUTED LOAN DOCUMENTS.  Each of the Loan Documents shall have
been duly executed and delivered by the parties thereto and the Lenders shall
have received executed copies of each of the Loan Documents, including the
Assignment of Mortgage in recordable form.

          (b)  PROCEDURES REGARDING COLLATERAL.  Completion to the satisfaction
of the Lenders of all steps necessary to create in favor of the Collateral Agent
a valid, binding and

                                      -18-

perfected first priority pledge of the Mortgage Note and assignment of the
Mortgage, including recordation of the Assignment of Mortgage.

          (c)  NO DEFAULT; REPRESENTATIONS AND WARRANTIES.  Receipt by the Agent
of a certificate signed by the President of the Borrower to the effect that both
at the time of the making of the Loans and after giving effect thereto (i) there
shall exist no Default or Event of Default, and (ii) all representations and
warranties contained herein and in the other Loan Documents then in effect shall
be true and correct in all material respects.

          (d)  OPINION OF COUNSEL.  Receipt by the Agent of a legal opinion, or
opinions, in form and substance reasonably satisfactory to the Agent and dated
as of the Closing Date, from legal counsel to the Borrower as to legal matters
referred to in Section 4.

          (e)  CORPORATE DOCUMENTS.  Receipt by the Agent of all documents
reasonably requested by the Agent relating to the existence of the Borrower, the
validity of the Loan Documents and other matters relating thereto, in form and
substance satisfactory to the Agent, including, but not limited to:

            (i)   CERTIFICATES OF AUTHORIZATION AND INCUMBENCY.  Certificate of
     the Secretary of the Borrower, dated as of the Closing Date, as to resolu-
     tions approving and adopting the Loan Documents and authorizing the
     execution and delivery thereof and as to the authority of the persons
     executing such documents.

           (ii)   CERTIFICATES OF INCORPORATION AND BY-LAWS.  Copies of the
     Certificate of Incorporation and By-laws of the Borrower, together with all
     amendments thereto certified as of the Closing Date.

          (iii)   CERTIFICATES OF GOOD STANDING OR EXISTENCE.  Certificates of
     good standing or existence for the Borrower issued as of a recent date by
     its state of organization and each other state where the Borrower, by the
     nature of its business, is required to qualify or register.

          (f)  RELATED TRANSACTIONS.  Closing of the transactions relating to
the issuance of the 14% Debentures, the Stock Appreciation Rights and the
Warrants and review and approval by the Agent of the documents relating thereto.

                                      -19-

          (g)  FEE AND EXPENSES.  Payment to the Agent of a fee as set forth in
Schedule 3.01 and all expenses of the Agent in connection herewith shall be made
on the Closing Date.  Such fee and expenses shall be paid out of the proceeds of
the Loans.

          (h)  OTHER DOCUMENTS.  Receipt by the Agent of such other certificates
and documents as it may reasonably request.

          (i)  LOAN AGREEMENT DEFAULT.  No Event of Default under the 1985 Loan
Agreement, no event of the nature described in Section 5.01(a) of the Mortgage
which with the giving of notice or lapse of time or both would constitute such
an Event of Default, and no event of the nature described in Sections 5.01(f)
and (g) of the New Mortgage (as defined in the 1985 Loan Agreement) or Sections
5.01(e) and (f) of the Consolidated Mortgage (as defined in the 1985 Loan
Agreement) shall have occurred and be continuing.

          (j)  MARKET CONDITIONS.  There shall be no (i) suspension or material
limitation in trading in securities generally on the New York Stock Exchange
(the "NYSE"); (ii) suspension or material limitation in trading in the Company's
securities on the NYSE; (iii) general moratorium on commercial banking
activities in New York declared by either Federal or New York State authorities;
or (iv) since November 21, 1994, outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national
emergency or war, if the effect of any such event specified in this clause (iv)
in the judgment of the Agent makes it impracticable or inadvisable to proceed
with the transactions contemplated hereunder on the terms and in the manner
contemplated herein.

          (k)  CONSENT TO ASSIGNMENT.  The Borrower shall have obtained the
unconditional consent of RCP and RCPA to the assignment to the Collateral Agent
of the Mortgage and the Mortgage Note and such consent shall be in full force
and effect.

          (l)  BUSINESS COMBINATION.  Except with respect to the issuance of the
Warrants and the Stock Appreciation Rights, the Borrower shall not have entered
into any arrangement or agreement in respect of a "business combination" as
defined in the Certificate of Incorporation of the Borrower (but disregarding
any reference to an "Acquiring Person" in such definition).

                                      -20-

          3.02.  OBLIGATION OF BORROWER TO CLOSE.  The obligation of the
Borrower to close the loan transaction contemplated hereby is subject to
Whitehall not being in default of its obligation to close the purchase of the
14% Debentures.

                                    SECTION 4
                   REPRESENTATIONS AND WARRANTIES OF BORROWER

          The Borrower hereby represents and warrants to the Lenders that on the
date hereof and on the Closing Date (before and after giving effect to the
making of the Loans):

          4.01.  EXISTENCE, POWER AND OWNERSHIP.

          (a)  It is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is in good standing as a
foreign corporation in each other jurisdiction where ownership of its properties
or the conduct of its business requires it to be so, and it has all power and
authority under such laws and its certificate of incorporation and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

          (b)  It is subject to taxation as a real estate investment trust (a
"REIT") under Subchapter M of the Code and has satisfied all requirements to
continue to qualify as a REIT.  It is not aware of any fact or circumstance that
could reasonably be expected to prevent it from continuing to so qualify in the
future.

          4.02.  AUTHORIZATION.  It has the corporate power and authority to
enter into this Loan Agreement and the other Loan Documents and to perform its
obligations under and consummate the transactions contemplated by such Loan
Documents and has by proper action duly authorized the execution and delivery of
the Loan Documents.

          4.03.  NO VIOLATIONS OR CONFLICTS.  Neither the execution and delivery
of the Loan Documents, nor the consummation of the transactions contemplated
therein, nor performance of and compliance with the terms and provisions thereof
will (i) violate or conflict with any provision of its certificate of
Incorporation or By-laws, (ii) violate any law, regulation (including without
limitation Regulation G, T, U or X), order, writ, judgment, injunction, decree
or permit applicable to it, (iii) violate or materially

                                      -21-

conflict with any contractual provisions of, or cause an event of default under,
any indenture, loan agreement, mortgage, deed of trust, contract or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound, or (iv) result in or require the creation of any lien,
security interest or other charge or encumbrance (other than those contemplated
in or in connection with the Loan Documents) upon or with respect to its
properties.

          4.04.  CONSENTS.  No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental authority
or other Person is required in connection with the execution, delivery or
performance of this Loan Agreement or any of the other Loan Documents, except
for the consent of RCP and RCPA to the assignment to the Collateral Agent of the
Mortgage and the Mortgage Note and except for any Hart-Scott-Rodino Act filings
in connection with the exercise of the Warrants.

          4.05.  ENFORCEABLE OBLIGATIONS.  This Loan Agreement and the other
Loan Documents have been duly executed and delivered by the Borrower and
constitute legal, valid and binding obligations of the Borrower, enforceable in
accordance with their respective terms.

          4.06.  FINANCIAL CONDITION; SECURITIES AND EXCHANGE COMMISSION
FILINGS.  (a) Since January 1, 1992, the Borrower has made all required filings
with the Securities and Exchange Commission, and such filings are complete and
correct in all material respects and do not contain any untrue statement of a
material fact or omit any material fact required to be stated therein necessary
to make the statements therein not misleading.  The financial statements of the
Borrower contained in such filings are true and correct and fairly present the
financial condition and results of operations of the Borrower as of their dates
and for the respective periods covered thereby; such financial statements were
prepared in accordance with generally accepted accounting principles applied on
a consistent basis (except as noted therein); and since the date of such
financial statements, except as disclosed in such filings with the Securities
and Exchange Commission made on or prior to the date hereof, there have occurred
no changes or circumstances which have had or are likely to have a material
adverse effect on the Borrower and the financial statements referenced above.

          (b)  The Borrower has delivered to the Agent true and correct copies
of correspondence between the Borrower

                                      -22-

and the Securities and Exchange Commission relating to the Borrower's filing on
Form 10-K for the year ended December 31, 1993.

          4.07.  NO DEFAULT.  No Default or Event of Default presently exists.

          4.08.  LIENS.  Except for Permitted Liens, it has good and marketable
title to all of its properties and assets free and clear of all Liens.

          4.09.  INDEBTEDNESS.  It has no Indebtedness (including, without
limitation, any Guaranty Obligations) except for the Loan, the 14% Debentures
and the other Indebtedness specified on Schedule 4.09 hereto.

          4.10.  LITIGATION.  Except as specified in Schedule 4.10 hereto, there
are no actions, suits or legal, equitable, arbitration or administrative
proceedings (including those relating to environmental matters), pending or, to
the knowledge of the Borrower threatened, against the Borrower which, if
adversely determined, would have a material adverse effect on the financial
condition of the Borrower.  The Borrower is not aware of any fact or condition
in respect of the Real Estate that could reasonably be expected to result in any
such action, suit, or proceeding or in the incurrence of any material liability
in respect of environmental matters.

          4.11.  MATERIAL AGREEMENTS.  Except as specified on Schedule 4.11
hereto and except agreements filed as exhibits to its filings with the
Securities and Exchange Commission prior to the date hereof, it is not a party
to any material contract, lease, loan agreement, indenture, mortgage, security
agreement or other material agreement or obligation other than (i) the Loan
Documents, (ii) the documents evidencing the Indebtedness described in Section
4.09, and (iii) the Mortgage, Mortgage Note, 1985 Loan Agreements and any agree-
ment or obligation relating to the mortgage loan evidenced by the foregoing.
Except as specified in Schedule 4.11 hereto and except as disclosed in its
filings with the Securities and Exchange Commission prior to the date hereof, it
is not engaged in any negotiations with, and has no plans or intention to enter
into any other agreements, or modifications of agreements, with RCP or RCPA.

          4.12.  TAXES.  It has filed, or caused to be filed, all material
reports and returns with respect to taxes (federal, state, local and foreign)
required to be

                                      -23-

filed and such reports and returns were true, complete and accurate in all
material respects and it has paid all amounts of taxes shown thereon to be due
(including interest and penalties) and has paid all other material taxes, fees,
assessments and other governmental charges (including documentary stamp taxes
and intangible taxes) owing (or necessary to preserve any Liens in favor of the
Collateral Agent), by it, except for such taxes (i) which are not yet delinquent
or (ii) as are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with
generally accepted accounting principles, but only so long as there is no
material liability or any risk of material loss, sale or forfeiture of any
collateral pledged to the Collateral Agent.  It is not aware of any proposed
material tax assessments against it.  No extension of time for assessment or
payment by the Borrower of any federal, state or local tax is in effect.  All
mortgage recording taxes in respect of the Mortgage have been paid.

          4.13.  COMPLIANCE WITH LAW.  It is in compliance with all laws, rules,
regulations, orders and decrees applicable to it or to its properties.

          4.14.  ERISA.  Except for the Retirement Income Plan for Salaried
Employees of Rockefeller Group, Inc., as amended or supplemented in the ordinary
course of business from time to time (the "RGI Plan"), neither it nor its ERISA
Affiliates have established, maintained or been obligated to contribute to any
Plan at any time during the five calendar years preceding the Closing Date.

          4.15.  SUBSIDIARIES.  It has no Subsidiaries other than Deucalion
Capital Corporation, a Delaware corporation.

          4.16.  USE OF PROCEEDS; MARGIN STOCK.  It will use the proceeds of the
Loans hereunder on the Closing Date solely to retire its outstanding commercial
paper, to pay fees and expenses in connection with this Loan Agreement and to
satisfy the interest rate swap agreements specified in paragraph B. of Schedule
4.09; PROVIDED, that, if any such commercial paper may not be prepaid on the
Closing Date, the Borrower will place sufficient funds for prepayment in full
thereof in escrow with the applicable paying agent.  None of such proceeds will
be used for the purpose of purchasing or carrying any "margin stock" as defined
in Regulation G, T, U, or X or for the purpose of reducing or retiring any
Indebtedness which was originally incurred to purchase or carry "margin stock"
or for any other purpose which might constitute this transaction a "purpose
credit" within the

                                      -24-

meaning of Regulation G, T, U or X.  As of the Closing Date the Borrower does
not own any "margin stock".

           4.17.  GOVERNMENT REGULATION.  It is not subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, or the
Interstate Commerce Act, each as amended.  In addition, it is not (i) an
"investment company" registered or required to be registered under the
Investment Company Act of 1940, as amended, and is not controlled by such a
company, or (ii) a "holding company," or a "Subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "Subsidiary" or a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

          4.18.  PARI PASSU OBLIGATIONS.  The obligations of the Borrower
hereunder and under the Notes and under the Debenture Purchase Agreement and the
14% Debentures rank and will at all times rank PARI PASSU with all other
obligations of the Borrower in respect of its unsubordinated indebtedness for
borrowed money, and there is no indebtedness for borrowed money of the Borrower
senior to the Notes or the 14% Debentures.

          4.19.  OWNERSHIP OF REAL ESTATE.  The Borrower has good and marketable
title to the Mortgage Note, the Mortgage, the Letters of Credit (as specified on
Schedule II to the Collateral Trust Agreement (the "Letters of Credit")) and the
Title Insurance (as defined in the Collateral Trust Agreement), free and clear
of all liens, except (i) the liens to be granted pursuant to the Loan Documents
and (ii) the restrictions on transfer contained in the 1985 Loan Agreement, the
Letters of Credit and the Title Insurance.  The Borrower has not granted to any
other person any rights, recorded or unrecorded, in the Mortgage or the Mortgage
Note.  To the best of the Borrower's knowledge, no person, other than the
Borrower, has any right or option, recorded or unrecorded, to acquire the Real
Estate or any portion thereof or interest therein.  The Mortgage remains a valid
lien on all the Real Estate and on the Lessor's interest in all Leases (as
defined in the Mortgage), with a priority in all material respects no less than
its priority as of September 19, 1985 except as such priority may be affected by
the subordination referred to in Clause (ii) of Recital G to the Amendment and
Restatement of the Mortgage dated as of December 1, 1988.  The outstanding
aggregate principal amount of the Mortgage Note is $1,300,000,000, and no
default exists thereunder.

                                      -25-

          4.20.  NO PENDING CONDEMNATION OR EMINENT DOMAIN.  The Borrower has no
knowledge of any pending or threatened condemnation or eminent domain
proceedings which would affect the Real Estate.

          4.21.  CAPITALIZATION.  As of the date hereof, the Borrower's
authorized capital stock consists of 150,000,000 shares of Common Stock and
38,260,704 shares of Common Stock were issued and outstanding, no shares of
Common Stock were held in treasury, and there were no outstanding employee stock
options.  The Common Stock constitutes all of the issued and outstanding capital
stock of the Borrower.  There are no other classes of capital stock of the
Borrower authorized or outstanding.  The outstanding Common Stock is duly
authorized, validly issued, fully paid and non-assessable.  Except for the
transactions contemplated by the Loan Documents and except in respect of the
Indenture Securities, there are no preemptive or other outstanding rights,
options, warrants, conversion rights or agreements or commitments of any
character relating to the Borrower's authorized and issued, unissued or treasury
shares of capital stock, and the Borrower has not issued any debt securities,
other securities, rights or obligations that are currently outstanding and are
convertible into or exchangeable for, or giving any Person a right to subscribe
for or acquire, capital stock of the Borrower.

                                    SECTION 5
                      AFFIRMATIVE COVENANTS OF THE BORROWER

          The Borrower hereby covenants and agrees that so long as this Loan
Agreement is in effect and until the Loans, together with interest, fees and
other obligations hereunder, have been paid in full:

          5.01.  INFORMATION COVENANTS.  The Borrower will furnish, or cause to
be furnished, to the Lenders:

          (a)  ANNUAL FINANCIAL STATEMENTS.  As soon as available and in any
event within 90 days after the close of each fiscal year of the Borrower, a
balance sheet of the Borrower as at the end of such fiscal year together with
related statements of income and retained earnings and of cash flows for such
fiscal year, all in reasonable detail and examined by independent certified
public accountants of recognized national standing whose opinion shall be to the
effect that such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis (except
for changes with which

                                      -26-

such accountants concur) and shall not be qualified as to the scope of the
audit, all of the foregoing to be in reasonable detail and in form and substance
satisfactory to the Agent.

          (b)  AUDITOR'S CERTIFICATE.   At the time of delivery of the financial
statements provided for in Section 5.01(a) hereof, a certificate from the
accountants examining such financial statements, that, to the best of their
knowledge, no Event of Default exists, or, if any Event of Default does exist,
providing a reasonably detailed summary of all relevant information known to
such accountants.

          (c)  QUARTERLY FINANCIAL STATEMENTS.  As soon as available and in any
event within 45 days after the end of each fiscal quarter of each fiscal year of
the Borrower, (i) except for the fourth fiscal quarter of each fiscal year, a
balance sheet of the Borrower as at the end of such quarterly period together
with related statements of income and retained earnings for such quarterly
period and for the portion of the fiscal year ending with such period, all in
reasonable detail and in form and substance satisfactory to the Agent, and
accompanied by a certificate of the President of the Borrower as being true and
correct and as having been prepared in accordance with generally accepted
accounting principles applied on a consistent basis, subject to changes
resulting from audit and normal year-end audit adjustments, (ii) a report
showing the calculation of Net Cash Flow for such fiscal quarter and (iii)
estimates made in good faith by the Borrower of the items specified in (ii)
above relating to the next fiscal quarter.  For so long as the Borrower is
required to file reports pursuant to the Securities Exchange Act of 1934, the
Borrower may satisfy its obligations under Section 5.01(a) and 5.01(c)(i) hereof
by delivering to the Agent, within the time periods specified in such Sections,
copies of its reports on Form 10-K and Form 10-Q, respectively, with the
Securities and Exchange Commission.

          (d)  OFFICER'S CERTIFICATE.  At the time of delivery of the financial
statements provided for in Section 5.01(c) hereof, a certificate of the
President of the Borrower substantially in the form of Exhibit B to the effect
that no Default or Event of Default exists, or, if any Default or Event of
Default does exist, specifying the nature and extent thereof and what action the
Borrower proposes to take with respect thereto.

          (e)  AUDITOR'S REPORTS.  Promptly upon receipt thereof, a copy of any
other report or management letter

                                      -27-

submitted by independent accountants to the Borrower in connection with any
annual, interim or special audit of the books of Borrower.

          (f)  REAL ESTATE AND OTHER INFORMATION.  Promptly upon receipt
thereof, copies of all financial information, reports and other documents
received by the Borrower pursuant to the 1985 Loan Agreement and the Mortgage,
including without limitation, all documents delivered to Borrower pursuant to
Sections 6.05 and 6.08 of the 1985 Loan Agreement and Sections 704 and 1010 of
the Mortgage.

          (g)  OTHER INFORMATION.  With reasonable promptness upon any such
request, such other information regarding the business, properties or financial
condition of the Borrower as the Agent may reasonably request, including without
limitation copies or summaries of, as the case may be, all non-routine
correspondence to or from and summaries of contacts and conversations with RCP,
RCPA or any of their affiliates, subject to compliance with any applicable
confidentiality restrictions agreed to by the Borrower in good faith.

          (h)  NOTICE OF DEFAULT OR LITIGATION.  Upon the Borrower obtaining
knowledge thereof, it will give written notice to the Agent promptly, but in any
event within five Business Days, of the occurrence of any of the following with
respect to the Borrower:  (i) the occurrence of an event or condition consisting
of a Default, specifying the nature and existence thereof and what action the
Borrower proposes to take with respect thereto, (ii) the pendency or
commencement of any litigation, arbitral or governmental proceeding against the
Borrower in which damages are sought or environmental remediation demanded which
exceeds $1,000,000 in any instance or $5,000,000 in the aggregate or which might
otherwise materially adversely affect the business, properties, assets,
condition (financial or otherwise) or prospects of the Borrower, (iii) any levy
of an attachment, execution or other process against its assets in excess of
$1,000,000, (iv) the occurrence of an event or condition which shall constitute
a default or event of default under any other agreement for borrowed money in
excess of $1,000,000, (v) any development in its business or affairs which has
resulted in, or which the Borrower reasonably believes may result in, a material
adverse effect on the business, properties, assets, condition (financial or
otherwise) or prospects of the Borrower, (vi) the institution of any proceedings
against, or the receipt of notice of potential liability or responsibility for
any violation, or alleged violation of, any federal, state or local law, rule

                                      -28-

or regulation, the violation of which could give rise to a material liability,
or have a material adverse effect on the business, assets, properties condition
(financial or otherwise) or prospects of the Borrower, or (vii) the occurrence
of an event or condition which may render the Borrower unable to qualify as a
REIT under the Code.

          (i)  CHANGES TO INDEBTEDNESS.  Within 30 days prior thereto, notice of
any proposed extension, renewal, refinancing or modification of Indebtedness
made pursuant to Section 6.01(iv) or Section 6.15.

          5.02.  PRESERVATION OF EXISTENCE AND FRANCHISES.  The Borrower will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights, franchises and authority and will at all times
take all reasonable steps necessary to qualify to be taxed as a REIT as long as
a REIT is accorded substantially the same treatment under the United States
income tax laws from time to time in effect as under Sections 856-860 of the
Code, in effect at the date of this Loan Agreement, as originally executed.

          5.03.  BOOKS, RECORDS AND INSPECTIONS.  The Borrower will keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of generally accepted accounting
principles applied on a consistent basis (including the establishment and
maintenance of appropriate reserves).  The Borrower will permit, on reasonable
notice, officers or designated representatives of the Lender to visit and
inspect its books of account and records and any of its properties or assets and
to discuss the affairs, finances and accounts of the Borrower with, and be
advised as to the same by, its officers, directors and independent accountants.

          5.04.  COMPLIANCE WITH LAW.  The Borrower will comply in all material
respects with all applicable laws, rules, regulations and orders of, and all
applicable restrictions imposed by, all applicable governmental bodies, foreign
or domestic, or authorities and agencies thereof (including quasi-governmental
authorities and agencies), in respect of the conduct of its business and the
ownership of its property.

          5.05.  INSURANCE.  Except as specified in Schedule 5.05, the Borrower
will at all times maintain in full force and effect insurance (including
worker's compensation insurance, liability insurance, casualty insurance and
business

                                      -29-

interruption insurance) in such amounts, covering such risks and liabilities and
with such deductibles or self-insurance retentions as are in accordance with
normal industry practice.

          5.06.  MAINTENANCE OF PROPERTY.  The Borrower will maintain and
preserve its properties and assets in good repair, working order and condition,
normal wear and tear excepted, and will make, or cause to be made, in such prop-
erties and assets from time to time all repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto as may be needed or
proper, to the extent and in the manner customary for companies in similar
businesses.

         5.07.  PLAN ASSETS.   The Borrower will use its best efforts to not
take any action that would cause it to be deemed to hold Plan Assets at any
time.

         5.08.  INTERCREDITOR AGREEMENT.  The Borrower will comply with the
terms of the Intercreditor Agreement in respect of payments to be made in
respect of the Notes and the 14% Debentures notwithstanding that such terms may
alter the provisions set forth herein, in the Notes, in the Debenture Purchase
Agreement or in the 14% Debentures.

          5.09.  RESALE OF LOAN.  The Borrower, upon the request of the Required
Lenders from time to time, will exchange the Notes for any other evidences of
indebtedness or debt securities, whether floating rate notes, debentures or
otherwise (the "New Debt"), and shall enter into any such agreements, whether in
the form of an amendment hereto, an indenture, a note purchase agreement or
otherwise (the "New Documents"), as shall be deemed necessary or desirable by
the Lenders in connection with the resale of the Loans, whether as a private
placement, a registered public offering or otherwise, provided only that the
aggregate principal amount of the New Debt shall be equal to the unpaid princi-
pal amount of the Loans at the time of exchange and the business terms
(including aggregate interest) of the New Documents shall be substantially the
same as the business terms (including affirmative and negative covenants)
contained herein.  Notwithstanding the foregoing, it is understood by the
parties that (a) the definition of the terms "LIBO Rate" and "Interest Period"
may be revised to provide for one-month Interest Periods and a corresponding
adjustment of the 4% margin if the definition of the term "Interest Period" (but
not the definition of "LIBO Rate") should change, (b) the New Debt shall be in
such denominations and tranches and have such other features (including,

                                      -30-

without limitation, intercreditor and/or priority arrangements) as may be deemed
appropriate by the Lenders, (c) the New Documents will contain additional terms
and provisions governing the voting rights of the holders of the New Debt
including the requirement of unanimous approval of the holders of New Debt for
waivers or amendments in respect of Section 6.12 and any release of security for
the New Debt, in each case, to the extent desired by the Lenders, any provision
relating to payment of interest, repayment of principal or payment of any fees
or indemnities and any other provisions customarily so treated, (d) the New
Documents will contain such additional terms and provisions as are customarily
contained in such documents governing the issuance of debt including provisions
governing the rights of indenture trustees and/or administrative agents and bank
set-off and sharing provisions, as applicable, (e) the New Documents will
contain such other additional terms and provisions as are reasonably requested
by the Lenders in order to effectuate the resale of the Loans and such other
additions hereto or variations herefrom as are requested by any rating agency
rating the New Debt, including, without limitation, requiring accrual of
payments that are due in escrow or trust accounts, except to the extent
otherwise prohibited by the 1985 Indenture and except that no such escrow shall
be required in respect of regularly scheduled payments on account of the Loans
and (f) the New Documents will be in such form and will contain such terms and
provisions as are necessary to comply with all applicable securities laws,
including, in the case of an indenture, the Trust Indenture Act of 1939, as
amended.  In furtherance of the foregoing, the Borrower will provide the Lenders
with all such documents and information, financial or otherwise, assist in all
such due diligence and do such other things and enter into such other agreements
as are necessary or, in the judgment of the Lenders, desirable to resell the
Loans and carry out the intent of this Section 5.09.  The term "Lender" as used
in this Loan Agreement shall include any trustee for an indenture pursuant to
which the New Debt is issued.

                                    SECTION 6
                               NEGATIVE COVENANTS

          The Borrower hereby covenants and agrees that so long as this Loan
Agreement is in effect and until the Loans, together with all interest, fees and
other obligations hereunder, have been paid in full:

                                      -31-

          6.01.  INDEBTEDNESS.    The Borrower will not contract, create, incur,
assume or permit to exist any Indebtedness, except:

             (i)  Indebtedness arising under this Loan Agreement and the other
     Loan Documents;

            (ii)  Current liabilities for taxes and assessments incurred or
     arising in the ordinary course of business;

           (iii)  Indebtedness in respect of current accounts payable or accrued
     (other than for borrowed money or purchase money obligations) and incurred
     in the ordinary course of business; PROVIDED, that all such liabilities,
     accounts and claims shall be paid when due (or in conformity with customary
     trade terms);

            (iv)  Indebtedness in effect on the date hereof (as specified in
     Schedule 4.09) and any extensions, renewals or refinancings thereof in an
     amount not to exceed the outstanding accreted amount thereof on the date of
     refinancing; PROVIDED that no such Indebtedness may be renewed, extended or
     refinanced if, as a result thereof, quarterly debt service of the Borrower
     would be materially increased or Net Cash Flow of the Borrower would be
     materially decreased;

             (v)  Unsecured Indebtedness in an aggregate amount not to exceed
     $10,000,000 at any time outstanding incurred by the Borrower to cover
     working capital needs; and

            (vi)  14% Debentures issued in connection with the conversion of
     Stock Appreciation Rights.

          6.02.  LIENS.  Except with respect to Permitted Liens, the Borrower
will not (i) contract, create, incur, assume or permit to exist any Lien with
respect to any of its property or assets of any kind (whether real or personal,
tangible or intangible), whether now owned or hereafter acquired, (ii) sell any
of its property or assets subject to an understanding or agreement, contingent
or otherwise, to repurchase such property or assets (including sales of accounts
receivable or notes with recourse to it) or (iii) assign any right to receive
income.

          6.03.  NATURE OF BUSINESS.  The Borrower (i) will not alter the
character or conduct of its business from that conducted as of the Closing Date
which is and shall be limited to the ownership and management of the Mortgage,
the

                                      -32-

Mortgage Note and the partnership interests in any partnership which owns the
Real Estate and (ii) will not permit its Subsidiary to engage in any business
activity whatsoever or to own any assets or incur any liabilities.

          6.04.  CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS.  The
Borrower will not dissolve, liquidate, or wind up its affairs, and will not
enter into any transaction of merger or consolidation, or sell or otherwise
dispose of all or any part of its property or assets or, other than in the
ordinary course of its business, purchase, lease or otherwise acquire (in a
single transaction or a series of related transactions) all or any part of the
property or assets of any Person, except that the Borrower may merge or be
consolidated with any other U.S. corporation so long as (i) the Borrower shall
be the surviving corporation, (ii) after giving effect to any such transaction,
no Default or Event of Default shall exist, including, without limitation, any
Default in respect of Section 6.03 and (iii) the surviving corporation shall
have a number of authorized, issued and outstanding shares of capital stock no
greater than that of the Borrower immediately prior to such transaction.

          6.05.  ADVANCES, INVESTMENTS AND LOANS.  The Borrower will not lend
money or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any Person except for Permitted Investments.

          6.06.  TRANSACTIONS WITH AFFILIATES.  The Borrower will not enter into
any transaction or series of transactions with any stockholder, employee or
Affiliate other than on terms and conditions substantially as favorable to the
Borrower as would be obtainable by it in a comparable arm's-length transaction
with a Person other than a stockholder, employee or Affiliate, except for
employment contracts and other employee benefit plans and arrangements entered
into in the ordinary course of business and approved by the compensation
committee of the Board of Directors of the Borrower, and compensation
arrangements with directors approved by the Board of Directors of the Borrower.

          6.07.  OPERATING LEASE OBLIGATIONS.  The Borrower will not enter into,
assume or permit to exist any obligations for the payment of rent for any
property (real, personal or mixed, tangible or intangible) under leases,
subleases or similar arrangements as lessee, except for the Borrower's leases
for office space on reasonable terms.

                                      -33-

          6.08.  SALE AND LEASEBACK.  The Borrower will not enter into any
arrangement pursuant to which it will lease back, as lessee, any property (real,
personal or mixed, tangible or intangible) previously owned by it and sold or
otherwise transferred or disposed of, directly or indirectly, to the
owner-lessor of such property.

          6.09.  GOVERNING DOCUMENTS.  The Borrower will not propose or initiate
any action in respect of any amendment, modification, supplement, waiver or
termination of any provisions of its Certificate of Incorporation or By-Laws,
except for an amendment to its Certificate of Incorporation to eliminate or
modify the "Limit" provided for in Article Ninth (A) thereof.

          6.10.  ERISA.  Except for the RGI Plan, the Borrower will not
establish any Plan.

          6.11.  DIVIDENDS.  The Borrower will not declare or pay any dividend
on, or make any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of, Common Stock, (i) subject to clauses (ii) and (iii) below,
in an amount in excess of $.80 per share per annum, adjusted to reflect any
stock splits, stock dividends or similar transactions, unless and to the extent
required to meet qualification rules for a REIT requiring distributions of 95%
(or such other percentage as may be required by a change in the Code applicable
to REITs) (such required distributions are referred to herein as "REIT
Distributions"), (ii) at any time when a payment default exists under the
Mortgage, the Mortgage Note or the 1985 Loan Agreement except for REIT
Distributions and (iii) if the Borrower shall not qualify to be taxed as a REIT
under the Code.  The Borrower will not make any payment on account of a Warrant
or Stock Appreciation Right in an amount per share in excess of the positive
difference between (x) any amounts per share paid to holders of Common Stock
pursuant to the preceding sentence and (y) $.60 per annum, adjusted to reflect
any stock splits, stock dividends or similar transactions; PROVIDED, that this
Section 6.11 shall not operate to prevent the exercise of Warrants or conversion
of Stock Appreciation Rights in accordance with their respective terms or any
payment on 14% Debentures issued on conversion of Stock Appreciation Rights.

          6.12.  MODIFICATIONS TO MORTGAGE.  The Borrower will not amend or in
any way waive or modify any payment provision of the Mortgage or the Mortgage
Note and will not

                                      -34-

amend Article X of the 1985 Loan Agreement or the Purchase Option.

          6.13.  MORTGAGE CONVERSION.  The Borrower will not exercise the rights
granted to it in the Purchase Option and Article X of the 1985 Loan Agreement.

          6.14.  COVERAGE TEST.  Net Cash Flow of the Borrower for each twelve-
month period ending December 31, determined as of December 1 in each such period
(but giving effect to payments due and revenues anticipated through
December 31), shall not be less than 125% of the Fixed Amortization Amount for
such period.

          6.15.  MODIFICATION OR PREPAYMENT OF INDEBTEDNESS.  The Borrower will
not modify any Indebtedness if (i) quarterly debt service of the Borrower would
be materially increased or Net Cash Flow of the Borrower would be materially
decreased as a result thereof or (ii) the business, properties, assets,
condition (financial or otherwise) or prospects of the Borrower might otherwise
be materially adversely affected.  The Borrower will not prepay or acquire any
of its Indebtedness (other than as required by the terms thereof as in effect on
the date hereof or permitted hereunder in respect of the Loans or under the
Debenture Purchase Agreement in respect of the 14% Debentures and except for the
Indebtedness permitted under Section 6.01(v)) and will cause to remain
outstanding in full force and effect until their respective termination dates
the interest rate swap agreements specified in paragraph A of Schedule 4.09.

                                    SECTION 7
                                EVENTS OF DEFAULT

          7.01.  EVENTS OF DEFAULT.  An Event of Default shall exist upon the
occurrence of any of the following specified events (each an "Event of
Default"):

          (a)  PAYMENT.  The Borrower shall (i) default in the payment when due
     of any principal owing hereunder or under the Notes (including any
     mandatory prepayment required hereunder or any voluntary prepayment after
     giving notice thereof in accordance with Section 2.05), or (ii) default in
     the payment when due of any interest, fees or other amounts owing
     hereunder, under the Notes, the Assignment of Mortgage, the Collateral
     Trust Agreement or the Letter Agreement or in connection herewith and such
     default referred to in this subpara-

                                      -35-

     graph (ii) shall continue unremedied for at least ten days; or

          (b)  REPRESENTATIONS.  Any representation, warranty or statement made
     on the date hereof or deemed to be made as of the Closing Date by the
     Borrower herein or in any of the Assignment of Mortgage, the Collateral
     Trust Agreement or the Letter Agreement or in any statement or certificate
     delivered or required to be delivered pursuant hereto or thereto shall
     prove untrue in any material respect on the date as of which it was made or
     deemed to have been made; or

          (c)  COVENANTS.  The Borrower shall (i) default in the due performance
     or observance of any term, covenant or agreement contained in
     Section 5.01(h)(i) or in Section 6 (other than Sections 6.06, 6.07 and
     6.10), or (ii) default in the due performance or observance by it of any
     term, covenant or agreement (other than those referred to in subsection
     (a), (b) or (c) (i) of this Section 7.01) contained in this Loan Agreement
     and such default referred to in this subparagraph (ii) shall continue
     unremedied for a period of at least 30 days after notice from the Agent of
     such default; or

          (d)  OTHER AGREEMENTS.  The Borrower shall default in the due
     performance or observance of any term, covenant or agreement in the
     Assignment of Mortgage, the Collateral Trust Agreement or the Letter
     Agreement (subject to applicable grace or cure periods, if any) applicable
     to it, or (ii) the Assignment of Mortgage, the Collateral Trust Agreement
     or the Letter Agreement shall fail to be in full force and effect or to
     give the Collateral Agent, the Agent and the Lenders the Liens, rights,
     powers and privileges purported to be created thereby (except insofar as
     such failure is due to the act of the Collateral Agent, the Agent or any
     Lender); or

          (e)  BANKRUPTCY, ETC.  (i) The Borrower shall commence a voluntary
     case concerning itself under the Bankruptcy Code in Title 11 of the United
     States Code (as amended, modified, succeeded or replaced, from time to
     time, the "Bankruptcy Code"); or (ii) an involuntary case is commenced
     against the Borrower under the Bankruptcy Code and the petition is not
     dismissed within 90 days after commencement of the case; or (iii) a
     custodian (as defined in the Bankruptcy Code) is appointed for, or takes
     charge of all or substantially all of the property of the Borrower; or
     (iv) the

                                      -36-

     Borrower commences any other proceeding under any reorganization,
     arrangement, adjustment of the debt, relief of creditors, dissolution,
     insolvency or similar law of any jurisdiction whether now or hereafter in
     effect relating to the Borrower; or (v) there is commenced against the
     Borrower any such proceeding which remains undismissed for a period of 90
     days after commencement of such proceeding; or (vi) the Borrower is
     adjudicated insolvent or bankrupt; or (vii) any order of relief or other
     order approving any such case or proceeding is entered; or (viii) the
     Borrower suffers appointment of any custodian or the like for it or for any
     substantial part of its property and such appointment continues unchanged
     or unstayed for a period of 90 days after commencement of such appointment;
     or (ix) the Borrower makes a general assignment for the benefit of
     creditors; or (x) any corporate action is taken by the Borrower for the
     purpose of effecting any of the foregoing; or

          (f)  DEFAULTS UNDER OTHER AGREEMENTS.  (i) The Borrower shall (x)
     default in any payment in an amount of $1,000,000 or more (beyond the
     applicable grace period with respect thereto, if any) with respect to any
     other Indebtedness, or (y) default in the observance or performance of any
     agreement or condition relating to any such Indebtedness or contained in
     any instrument or agreement evidencing, securing or relating thereto, or
     any other event or condition shall occur or condition exist, the effect of
     which default, in the case of (y), or other event or condition is to cause,
     or permit, the holder or holders of such Indebtedness (or trustee or agent
     on behalf of such holders) to cause (determined without regard to whether
     any notice or lapse of time is required), any such Indebtedness, in an
     amount of $1,000,000 or more, to become due prior to stated maturity, or
     (ii) any such Indebtedness of the Borrower, in an amount of $1,000,000 or
     more, shall be declared due and payable, or required to be prepaid other
     than by a regularly scheduled required prepayment, prior to the stated
     maturity thereof.

          (g)  JUDGMENTS.  One or more final judgments or decrees shall be
     entered against the Borrower involving a liability of $1,000,000 or more in
     any instance, or $5,000,000 or more in the aggregate for all such judgments
     and decrees collectively (not paid or fully covered by insurance provided
     by a carrier who has acknowledged coverage) and any such judgments or

                                      -37-

     decrees shall not have been vacated, discharged, paid or stayed or bonded
     pending appeal within the time permitted to appeal therefrom.

          7.02  REMEDIES.  Upon the occurrence of an Event of Default, the Agent
shall, upon the request and direction of the Required Lenders, by written notice
to the Borrower, take any of the following actions without prejudice to its
rights to enforce its claims against the Borrower, except as otherwise
specifically provided for herein:

             (i)  ACCELERATION OF LOAN.  Declare the unpaid principal of and any
     accrued interest in respect of the Loans and the Notes to be due whereupon
     the same shall be immediately due and payable without presentment, demand,
     protest or other notice of any kind, all of which are hereby waived by the
     Borrower; and

            (ii)  ENFORCEMENT OF RIGHTS.  Enforce any and all Liens and security
     interests in favor of the Agent and the Lenders in respect of the Notes and
     the Loans and any other amounts due, including, without limitation, all
     rights and interests created and existing under the Assignment of Mortgage,
     the Collateral Trust Agreement and the Letter Agreement and all rights of
     set-off;

PROVIDED, HOWEVER, that, notwithstanding the foregoing, if an Event of Default
specified in Section 7.01(e) shall occur, then the Notes and the Loans shall
immediately become due and payable without the giving of any notice or other
action by the Agent or any Lender.

                                    SECTION 8
                            THE AGENT AND THE LENDERS

          8.01.  THE AGENCY.  Each Lender appoints Goldman Sachs Mortgage
Company as its Agent hereunder and irrevocably authorizes the Agent to take such
action on its behalf and to exercise such powers hereunder and thereunder as are
specifically delegated to the Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental hereto and thereto, including the
execution and delivery by the Agent on behalf of such Lender of the Collateral
Trust Agreement and any documents related thereto and the exercise by the Agent
of powers delegated to the Agent and the Lenders thereby, and the Agent hereby
accepts such appointment subject to the terms hereof.  The relationship between
the Agent and the Lenders shall be that of agent and principal only and nothing
herein or therein

                                      -38-

shall be construed to constitute the Agent a trustee for any Lender nor to
impose on the Agent duties or obligations other than those expressly provided
for herein.

          8.02.  THE AGENT'S DUTIES.  The Agent shall promptly forward to each
Lender copies, or notify each Lender as to the contents, of all notices and
other communications received from the Borrower pursuant to the terms of this
Loan Agreement, the Assignment of Mortgage, the Collateral Trust Agreement and
the Letter Agreement and, in the event that the Borrower fails to pay when due
the principal of or interest on any Loan, the Agent shall promptly give notice
thereof to the Lenders.  As to any other matter not expressly provided for
herein or therein, the Agent shall have no duty to act or refrain from acting
with respect to the Borrower, except upon the instructions of the Required
Lenders.  The Agent shall not be bound by any waiver, amendment, supplement, or
modification of this Loan Agreement or the other Loan Documents which affects
its duties hereunder and thereunder, unless it shall have given its prior
written consent thereto.  The Agent shall have no duty to ascertain or inquire
as to the performance or observance of any of the terms, conditions, covenants
or agreements binding on the Borrower pursuant to this Loan Agreement, the
Assignment of Mortgage, the Collateral Trust Agreement or the Letter Agreement
nor shall it be deemed to have knowledge of the occurrence of any Default or
Event of Default (other than a failure of the Borrower to pay when due the
principal or interest on any Loan), unless it shall have received written notice
from the Borrower or a Lender specifying such Default or Event of Default and
stating that such notice is a "Notice of Default".

          8.03.  THE AGENT'S LIABILITIES.  Each of the Lenders and the Borrower
agrees that (i) neither the Agent in such capacity nor any of its officers or
employees shall be liable for any action taken or omitted to be taken by any of
them hereunder except for its or their own gross negligence or wilful
misconduct, (ii) neither the Agent in such capacity nor any of its officers or
employees shall be liable for any action taken or omitted to be taken by any of
them in good faith in reliance upon the advise of counsel, independent public
accountants or other experts selected by the Agent, and (iii) the Agent in such
capacity shall be entitled to rely upon any notice, consent, certificate,
statement or other document (including any telegram, cable, telex, facsimile or
telephone transmission) believed by it to be genuine and correct and to have
been signed and/or sent by the proper Persons.

                                      -39-

          8.04.  THE AGENT AS A LENDER.  The Agent shall have the same rights
and powers hereunder as any other Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" or "Lenders", unless the context
otherwise indicated, include the Agent in its individual capacity.  The Agent
may, without any liability to account, maintain deposits or credit balances for,
invest in, lend money to and generally engage in any kind of banking business
with the Borrower or any affiliate of the Borrower as if it were any other
Lender and without any duty to account therefor to the other Lenders.

          8.05.  LENDER CREDIT DECISION.  Neither the Agent nor any of its
officers or employees has any responsibility for, gives any guaranty in respect
of, nor makes any representation to the Lenders as to, (i) the condition,
financial or otherwise, of the Borrower or the truth of any representation or
warranty given or made herein or in any other Loan Document, or in connection
herewith or therewith or (ii) the validity, execution, sufficiency,
effectiveness, construction, adequacy, enforceability or value of this Loan
Agreement, the Assignment of Mortgage, the Collateral Trust Agreement or the
Letter Agreement or any other document or instrument related hereto or thereto.
Except as specifically provided herein and in the Assignment of Mortgage, the
Collateral Trust Agreement and the Letter Agreement to which the Agent is a
party, the Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
with respect to the operations, business, property, condition or
creditworthiness of the Borrower, whether such information comes into the
Agent's possession on or before the date hereof or at any time thereafter.  Each
Lender acknowledges that it has, independently and without reliance upon the
Agent or any other Lender, based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Loan Agreement and to authorize the Agent to execute on its behalf the
Collateral Trust Agreement.  Each Lender also acknowledges that it will
independently and without reliance upon the Agent or any other Lender, based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Loan Agreement or any other Loan Document.

          8.06.  INDEMNIFICATION.  Each Lender agrees (which agreement shall
survive payment of the Loans and the Notes) to indemnify the Agent, to the
extent not reimbursed by the Borrower, ratably in accordance with their Loans
(as of the

                                      -40-

time of the incurrence of the liability being indemnified against), from and
against any and all liabilities, obligations, losses, claims, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Agent in any way relating to or arising out of this Loan Agreement
or any other Loan Document, or any action taken or omitted to be taken by the
Agent hereunder or thereunder; PROVIDED, that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or wilful misconduct of the Agent or any of its officers or
employees.  Without limiting the foregoing, each Lender agrees to reimburse the
Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Agent in such capacity in connection
with the preparation, execution or enforcement of, or legal advice in respect of
rights or responsibilities under, this Loan Agreement, the Assignment of
Mortgage, the Collateral Trust Agreement or the Letter Agreement or any
amendments or supplements hereto or thereto, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.

          8.07  SUCCESSOR AGENT.  The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, and the Agent may be
removed at any time by the Required Lenders by giving written notice thereof to
the Agent, the other Lenders and the Borrower at least 10 Business Days prior to
the effective date of such removal.  Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent.  If no
successor Agent shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the resigning Agent's giving
of notice of resignation, or the Required Lenders' giving notice of removal, as
the case may be, the resigning or removed Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a commercial bank organized under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $250,000,000.  Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers
privileges and duties of the resigned or removed Agent, and the resigned or
removed Agent shall be discharged from its duties and obligations under this
Loan Agreement.  After any Agent's resignation or removal hereunder as Agent,
the provisions of this Section 8 shall

                                      -41-

inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Loan Agreement.

                                    SECTION 9
                                  MISCELLANEOUS

          9.01.  NOTICES.  Except as otherwise expressly provided herein, all
notices and other communications shall have been duly given and shall be
effective (i) when delivered, (ii) when transmitted via telecopy (or other
facsimile device) to the number set out below, (iii) the day following the day
on which the same has been delivered prepaid to a reputable national overnight
air courier service or (iv) the third Business Day following the day on which
the same is sent by certified or registered mail, postage prepaid, in each case
to the respective parties at the address set forth below, or at such other
address as such party may specify by written notice to the other party hereto:

     if to the Agent:      Goldman Sachs Mortgage Company
                           85 Broad Street, 27th Floor
                           New York, New York  10004

                           Attention:  Steven Mnuchin
                           Telephone:  902-0100
                           Telecopy:   902-3000

                           Copy to:    Frances Bermanzohn
                           Telephone:  902-2609
                           Telecopy:   902-3000

     if to the Borrower:   Rockefeller Center Properties, Inc.
                           1270 Avenue of the Americas
                           New York, New York  10020

                           Attention:  Secretary
                           Telephone:  698-1440
                           Telecopy:   698-1453

     if to the Lenders:    at the addresses set forth on the
                           signature pages hereto

          9.02.  BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS.

          (a)  This Loan Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; PROVIDED that

                                      -42-

the Borrower may not assign and transfer any of its interests without prior
written consent of the Lenders.

          (b)  Any Lender may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Loan.  In the
event of any such grant by a Lender of a participating interest to a
Participant, whether or not upon notice to the Borrower and the Agent, such
Lender shall remain responsible for the performance of its obligations
hereunder, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Loan Agreement.  Any agreement pursuant to which any
Lender may grant such a participating interest shall provide that such Lender
shall retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including the right to approve any amendment, modification or
waiver of any provision of this Loan Agreement; PROVIDED, that such
participation agreement may provide that such Lender will not agree to any
modification, amendment or waiver of this Loan Agreement described in clauses
(i) through (vi), inclusive, of Section 9.05 without the consent of the
Participant.  The Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.07, 2.09 and 9.04 with respect to its participating
interest; PROVIDED, that all amounts payable to a Lender for the account of a
Participant under Sections 2.07, 2.09 and 9.04 shall be determined as if such
Lender had not granted such participation to the Participant.

          (c)  Any Lender may at any time assign to one or more banks or other
institutions (each as "Assignee") all or a proportionate part, of its rights and
obligations under this Loan Agreement and its Note, and such Assignee shall
assume such rights and obligations, pursuant to an instrument executed by such
Assignee, such transferor Lender and the Agent.  Upon execution and delivery of
such an instrument, notification to the Borrower of such Assignment and payment
by such Assignee to such transferor Lender of an amount equal to the purchase
price agreed between such transferor Lender and such Assignee, such Assignee
shall be a Lender party to this Loan Agreement and shall have all the rights and
obligations of a Lender and the transferor Lender shall be released from its
obligations hereunder to a corresponding extent.  Upon the consummation of any
assignment pursuant to this subsection (c), the transferor Lender, the Agent and
the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee.

                                      -43-

          (d)  The Agent shall maintain at its address referred to in Section
9.01 a register for the recordation of the names and addresses of the Lenders
and the principal amount of the Loans owing to each Lender from time to time
(the "Register").  The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower, the Agent and the
Lenders shall treat only the Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

          9.03.  NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay on the
part of the Lender in exercising any right, power or privilege hereunder or
under the Assignment of Mortgage, the Collateral Trust Agreement or the Letter
Agreement and no course of dealing between the Borrower and any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under the Assignment of Mortgage, the
Collateral Trust Agreement or the Letter Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder.  The rights and remedies provided herein are cumulative
and not exclusive of any rights or remedies which the Lenders would otherwise
have.  No notice to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Lenders to any other
or further action in any circumstances without notice or demand.

          9.04.  PAYMENT OF EXPENSES; INDEMNIFICATION.  The Borrower agrees to:

             (i)  pay all reasonable out-of-pocket costs and expenses of the
     Agent in connection with the negotiation, preparation, execution and
     delivery and administration of this Loan Agreement, the Assignment of
     Mortgage, the Collateral Trust Agreement and the Letter Agreement and the
     documents and instruments referred to therein and in connection with the
     resale of the Loans, the exchange of the Notes for the New Debt and the
     negotiation, preparation, execution and delivery of any New Documents as
     contemplated by Section 5.09 (including, without limitation, the fees and
     expenses of Sullivan & Cromwell and Cleary, Gottlieb, Steen & Hamilton,
     special counsel to the Agent, and any indenture trustee, administrative
     agent

                                      -44-

     or like parties in respect of the New Debt, and the reasonable travel
     expenses of employees of the Agent) and any amendment, waiver or consent
     relating hereto or thereto including, but not limited to, any such amend-
     ments, waivers or consents resulting from or related to any work-out,
     renegotiation or restructure relating to the performance by the Borrower
     under this Loan Agreement and of the Agent and the Lenders in connection
     with enforcement of the Assignment of Mortgage, the Collateral Trust
     Agreement and the Letter Agreement and the documents and instruments
     referred to therein (including, without limitation, the fees and disburse-
     ments of counsel for the Agent and the Lenders);

            (ii)  pay and hold the Agent and the Lenders harmless from and
     against any and all present and future stamp and other similar taxes with
     respect to the foregoing matters and save the Agent and the Lenders
     harmless from and against any and all liabilities with respect to or
     resulting from any delay or omission (other than to the extent attributable
     to the Agent or the Lenders) to pay such taxes;

         (iii)  indemnify the Agent and the Lenders, their respective officers,
     directors, partners, employees, representatives, affiliates and agents from
     and hold each of them harmless against any and all losses, liabilities,
     claims, damages or expenses incurred by any of them as a result of, or
     arising out of, or in any way related to, or by reason of, any
     investigation, litigation or other proceeding (whether or not the Agent or
     any Lender is a party thereto) related to the entering into and/or
     performance of this Agreement, the Assignment of Mortgage, the Collateral
     Trust Agreement or the Letter Agreement or the use of proceeds of the Loans
     hereunder or the consummation of any other transactions contemplated in
     this Agreement, the Assignment of Mortgage, the Collateral Trust Agreement
     or the Letter Agreement (including the resale of the Loans and the exchange
     of the Notes as contemplated by Section 5.09), including, without
     limitation, the reasonable fees and disbursements of counsel incurred in
     connection with any such investigation, litigation or other proceeding, as
     the same are incurred (but excluding any such losses, liabilities, claims,
     damages or expenses to the extent incurred by reason of gross negligence or
     willful misconduct on the part of the Person to be indemnified); and

                                      -45-

          (iv) if the indemnification provided for in Section 9.04(iii) is
     unavailable to or insufficient to hold harmless an indemnified party in
     respect of any losses, liabilities, claims, damages or expenses (or actions
     in respect thereof) referred to therein, then the Borrower shall contribute
     to the amount paid or payable by such indemnified party as a result of such
     losses, liabilities, claims, damages or expenses (or actions in respect
     thereof) in such proportion as is appropriate to reflect the relative
     benefits received by the Borrower on the one hand and the Lenders and the
     Agent on the other from the consummation of the transactions contemplated
     in this Loan Agreement.  If, however, the allocation provided by the
     immediately preceding sentence is not permitted by applicable law, then
     each indemnifying party shall contribute to such amount paid or payable by
     such indemnified party in such proportion as is appropriate to reflect not
     only such relative benefits but also the relative fault of the Company on
     the one hand and the Lenders and the Agent on the other in connection with
     the actions which resulted in such losses, liabilities, claims, damages or
     expenses (or actions in respect thereof), as well as any other relevant
     equitable considerations.  The relative benefits received by the Borrower
     on the one hand and the Agent and the Lenders on the other hand shall be
     deemed to be in the same proportion as the total net proceeds from the
     Loans (before deducting expenses) received by the Company bear to the net
     fees paid in accordance with Section 3.01(g) and retained by the
     indemnified Agent or Lender.  The relative fault shall be determined by
     reference to, among other things, whether the action of the Borrower on the
     one hand or the Lenders and the Agent on the other and the parties relative
     intent, knowledge, access to information and opportunity to correct or
     prevent such statement or omission.  The Borrower and the Lenders and the
     Agent agree that it would not be just and equitable if contributions
     pursuant to this subsection (iv) were determined by any method of
     allocation which does not take account of the equitable considerations
     referred to above in this subsection (iv).  The amounts paid or payable by
     an indemnified party as a result of the losses, liabilities, claims,
     damages or expenses (or actions in respect thereof) referred to above in
     this subsection (iv) shall be deemed to include any legal or other expenses
     reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim, as the same are
     incurred.

                                      -46-

Neither the Agent nor any Lender, nor any of their partners, directors,
officers, agents or employees, shall be liable to the Borrower for any action
taken or omitted to be taken by it or any of them under or in connection with
any Loan Document, except for gross negligence or willful misconduct
attributable to such Person.

          9.05.  AMENDMENTS, WAIVERS AND CONSENTS.  Any provision of this Loan
Agreement, the Notes, the Assignment of Mortgage, the Collateral Trust Agreement
or the Letter Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Required Lenders
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
PROVIDED, that no such amendment, waiver or modification shall, unless signed by
all the Lenders (i) subject any Lender to any additional obligation, (ii) reduce
the principal of or rate of interest on any Loan or any fees hereunder, (iii)
postpone the date fixed for any payment of principal of or interest on any Loan
or any fees hereunder, (iv) change the percentage of the aggregate unpaid
principal amount of the Notes, or the number of Lenders, which shall be required
for the Lenders or any of them to take any action under this Section 9.05 or any
other provision of this Loan Agreement, (v) release all or substantially all of
the collateral for the Loans or (vi) amend or waive the provisions of Section
6.12 or this Section 9.05.

          9.06.  COUNTERPARTS.  This Loan Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.  It
shall not be necessary in making proof of this Loan Agreement to produce or
account for more than one such counterpart.

          9.07.  HEADINGS.  The headings of the sections and subsections hereof
are provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Loan Agreement.

          9.08.  SURVIVAL OF INDEMNITIES.  All indemnities set forth herein,
including, without limitation, in Section 9.04, shall survive the execution and
delivery of this Loan Agreement, the making of the Loan, and the repayment of
the Loan and other obligations hereunder.

                                      -47-

          9.09.  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

          (a)  THIS LOAN AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.  Nothing herein shall affect the right of the
Agent or any Lender to commence legal proceedings or to otherwise proceed
against the Borrower in any other jurisdiction.

          (b)  The Borrower hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Loan Agreement, the
Assignment of Mortgage, the Collateral Trust Agreement or the Letter Agreement
brought in the courts referred to in subsection (a) hereof and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

          (c)  THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
LOAN AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY.

          9.10.  SEVERABILITY.  If any provision of this Loan Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

          9.11.  ENTIRETY.  This Loan Agreement together with the other Loan
Documents represents the entire agreement of the parties hereto and thereto, and
supersedes all prior agreements and understandings, oral or written, if any,
relating to the Loan Documents or the transactions contemplated herein;
PROVIDED, HOWEVER, that nothing contained herein shall affect any of the
obligations of the Borrower to Goldman, Sachs & Co. and Whitehall (and their
respective affiliates) under the letter of intent, dated November 17, 1994 among
the Borrower and Goldman, Sachs & Co. and Whitehall.

          9.12.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All
representations and warranties made by the Borrower

                                      -48-

herein shall survive delivery of the Notes and the making of the Loans
hereunder.

                                      -49-

          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Loan Agreement to be duly executed under seal and delivered
as of the date first above written.

                    ROCKEFELLER CENTER PROPERTIES, INC.

                    By:   /s/ Richard M. Scarlata
                       ------------------------------------
                       Name:  Richard M. Scarlata
                       Title: President and Chief Executive Officer

                    GOLDMAN SACHS MORTGAGE COMPANY, as Agent and as Lender

                         By:  Goldman Sachs Real Estate
                              Funding Corp., General Partner

                         By:  /s/ Steven T. Mnuchin
                            ------------------------------------
                                  Steven T. Mnuchin
                                  President

                    Loan Commitment:    $150,000,000

                                  SCHEDULE 3.01

                                       FEE

The Agent shall be paid a fee in the amount of 4.75% of the aggregate principal
amount of the Loans.

                             SCHEDULE 4.09

                             INDEBTEDNESS

A.    OUTSTANDING INDEBTEDNESS

                                                                
Current Coupon Convertible Debentures due 2000                     $213,170,000
Zero Coupon Convertible Debentures due 2000                         326,863,314 (1)
Letter of Credit supporting Company's Commercial Paper Program      200,000,000
Accrued interest payable in connection with
         Current Coupon Convertible Debentures due 2000              50,954,187 (2)
Dividends payable December 30, 1994                                   5,739,106 (3)
Interest rate swaps (see separate schedule)                          19,046,677 (4)
                                                                   ------------
                                                                   $815,773,284
                                                                   ------------
                                                                   ------------

- --------------------
(1) Accreted value at 12/31/94
(2) Accrued balance at 11/30/94
(3) Dividend declared 12/12/94
(4) Net mark-to-market settlement price at 11/30/94 as reported by SWAP
    counterparties
B. OUTSTANDING INDEBTEDNESS TO BE REPAID ON OR AFTER CLOSING DATE Letter of Credit supporting Company's Commercial Paper Program $200,000,000 Interest rate swaps (see separate schedule) 13,005,995 ------------ $213,005,995 ------------ ------------
SWAPS 30-Nov-94 National Maturity Net Receipt\ Financial Institution Principal Date RCPI Receives RCPI Pays (Payment) - --------------------------------------------------------------------------------------------------------------------- SWAP # Float Rate Fixed Rate AIC Finan Pr 5 (30,000,000) 14-Jan-98 5.37500% 1,612,500 9.84000% (2,952,000) (1,339,500) Barclay's 6 (25,000,000) 12-Mar-98 5.31250% 1,328,125 9.33000% (2,332,500) (1,004,375) Barclay's 8 (50,000,000) 20-Apr-98 5.81250% 2,906,250 9.68500% (4,842,500) (1,936,250) ------------- ----------- ------------------------ (105,000,000) -5.56845% 5,846,875 9.64476% (10,127,000) (4,280,125) ------------- ----------- ------------------------ ------------- ----------- ------------------------ - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- SWAPS to be settled on or after closing date Liability swaps SWAP # Float Rate Fixed Rate Chase Manhat 7 (20,000,000) 02-Feb-98 5.31250% 1,062,500 9.14000% (1,828,000) (765,500) Chase Manhat 1 (30,000,000) 15-Oct-99 4.87500% 1,462,500 9.98000% (2,994,000) (1,531,500) Chase Manhat 2 (30,000,000) 15-Oct-99 4.87500% 1,462,500 9.98000% (2,994,000) (1,531,500) Chase Manhat 3 (20,000,000) 05-Oct-99 5.06250% 1,012,500 9.84000% (1,968,000) (955,500) Chemical Ban 9 (50,000,000) 10-Jun-99 5.81250% 2,906,250 9.73600% (4,868,000) (1,961,750) Bank of Amer 4 (30,000,000) 30-Jun-97 5.25000% 1,575,000 9.84190% (2,952,570) (1,377,570) ------------- ----------- ------------------------ 180,000,000) -5.26736% 9,481,250 9.78032% (17,604,570) (8,123,320) ------------- ----------- ------------------------ Asset swaps SWAP # Fixed Rate Float Rate Chemical Ban 2 5,000,000 30-Nov-95 9.70000% 485,000 5.93750% (296,875) 188,125 Chemical Ban 4 5,000,000 29-Mar-96 9.23000% 461,500 5.25000% (262,500) 199,000 Chemical Ban 3 5,000,000 15-Sep-96 9.24500% 462,250 5.06250% (253,125) 209,125 Bank of Amer 8 5,000,000 15-Feb-96 9.43000% 471,500 5.81250% (290,625) 180,875 Bank of Amer 5 5,000,000 19-Sep-96 9.47000% 473,500 5.06250% (253,125) 220,375 Bank of Amer 7 5,000,000 30-Sep-97 9.56000% 478,000 5.26560% (263,280) 214,720 Bank of Amer 6 5,000,000 15-Apr-98 9.58700% 479,350 5.62500% (281,250) 198,100 ------------- ----------- ------------------------ 35,000,000 9.46029% 3,311,100 -5.43080% (1,900,780) 1,410,320 ------------- ----------- ------------------------ SWAPS 30-Nov-94 Mark-to- Market Financial Institution Net Rate Floating rate Re-sets 30-Nov-94 - --------------------- -------- --------------- ----------- AIC Finan Pr 4.46500% 1/14, 7/14 (2,040,072) Barclay's 4.01750% 3/12, 9/12 (1,231,010) Barclay's 3.87250% 4/20, 10/20 (2,769,600) ---------- 4.07631% (6,040,682) ---------- - ------------------------------------------------------------ - ------------------------------------------------------------ SWAPS to be settled on or after closing date Liability swaps Chase Manhat 3.82750% 2/2, 8/2 (954,295) Chase Manhat 5.10500% 6/21, 12/21 (3,028,516) Chase Manhat 5.10500% 6/22, 12/22 (3,025,333) Chase Manhat 4.77750% 6/29, 12/29 (1,853,551) Chemical Ban 3.92350% 4/20, 10/20 (3,581,000) Bank of Amer 4.59190% 1/21, 7/12 (1,906,000) ----------- 4.51296% (14,348,695) ----------- Asset swaps Chemical Ban 3.76250% 2/16, 5/16, 8/16, 11/16 113,700 Chemical Ban 3.98000% 3/29, 6/29, 9/29, 12/29 161,000 Chemical Ban 4.18250% 3/15, 6/15, 9/15, 12/15 135,000 Bank of Amer 3.61750% 2/15, 5/15, 8/15, 11/15 245,000 Bank of Amer 4.40750% 3/21, 6/21, 9/21, 12/21 191,000 Bank of Amer 4.29440% 3/30, 6/30, 9/30, 12/30 241,000 Bank of Amer 3.96200% 1/17, 4/17, 7/17, 10/17 256,000 ----------- 4.02949% 1,342,700 ----------- SWAPS to be settled on or after closing date (13,005,995) ----------- Total at 11/30/94 (19,046,677) ----------- -----------
SCHEDULE 4.10 Litigation Bear Stearns & Co. Inc. and Donaldson, Lufkin & Jenrette Securities Corporation have threatened to initiate litigation against the Borrower to recover an investment banking fee in the amount of approximately $4 million claimed to be due from the Borrower to such firms. SCHEDULE 4.11 Material Agreements and Negotiations with RCP or RCPA Material Agreements -- No exceptions Negotiations with RCP -- The Borrower has requested the or RCPA consent specified in Section 3.01(k) and discussions with respect to such consent are ongoing. SCHEDULE 5.05 Insurance The Borrower's Directors' and Officers' Insurance Policy contains an endorsement (No. 7) reading as follows: It is agreed that the Insurer shall not be liable to make any payment for Loss in connection with any claim made against the Insureds brought by or on behalf of Rockefeller Group, Inc., any of its subsidiaries (directly or indirectly owned), its management and all entities controlled by or affiliated with Rockefeller Group, Inc. and the management thereof. EXHIBIT A FLOATING RATE PROMISSORY NOTE $___________ December __, 1994 ROCKEFELLER CENTER PROPERTIES, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of ______________ (the "Lender"), to the account of ________________________ at __________________, in lawful money of the United States, the principal sum of $____________ on December 31, 2000. This Note shall bear interest on the unpaid principal amount hereof, payable at the rates and on the dates set forth in the Loan Agreement (as hereinafter defined). Except as provided in the Loan Agreement, if this Note becomes due and payable on a day which is not a Business Day (as defined in the Agreement), the maturity hereof shall be extended to the next succeeding Business Day, and interest shall be payable hereon at the rate specified in the Agreement during such extension. Except as provided in the Loan Agreement, the Borrower waives presentment, demand, protest or other notice of any kind. This Note is one of the Notes referred to in the Loan Agreement, dated as of December __, 1994, among the Borrower, the Lenders parties thereto and Goldman Sachs Mortgage Company, as Agent (the "Loan Agreement"), and is entitled to the benefits provided therein. This Note is subject to prepayment in whole or in part and its maturity is subject to acceleration upon the terms provided in the Loan Agreement. ROCKEFELLER CENTER PROPERTIES, INC. By___________________________________ EXHIBIT B OFFICER'S CERTIFICATE I, _________________________, ________________ of Rockefeller Center Properties, Inc. (the "Borrower"), hereby certify that, to the best of my knowledge, with respect to that certain Loan Agreement among the Borrower, the Lenders parties thereto and Goldman Sachs Mortgage Company, as Agent, dated as of December __, 1994, as of the date hereof no Default or Event of Default has occurred and is continuing. This the ________ day of _______________, 19___. _________________________ Name:____________________ Title:___________________ EXHIBIT C Form of Assignment of Mortgages See Exhibit A of the Collateral Trust Agreement, filed as Exhibit D of the Debenture Purchase Agreement (Exhibit 4.5 of this 8-K). EXHIBIT D Form of Collateral Trust Agreement See Exhibit D of the Debenture Purchase Agreement, filed as Exhibit 4.5 of this 8-K. EXHIBIT E Form of Letter Agreement See Exhibit E of the Collateral Trust Agreement, filed as Exhibit D to the Debenture Purchase Agreement (Exhibit 4.5 of this 8-K).

Basic Info X:

Name: LOAN AGREEMENT
Type: Loan Agreement
Date: Dec. 22, 1994
Company: RCPI TRUST /DE/
State: Delaware

Other info:

Date:

  • December 18 , 1994
  • Saturday
  • Sunday
  • March , June
  • September 15 , 1985
  • December 15 , 1985
  • March 31 , 1995
  • day after the first anniversary of the Closing Date through the second anniversary of the
  • June 1 , 1995
  • November 21 , 1994
  • January 1 , 1992
  • December 31 , 1993
  • September 19 , 1985
  • December 1 , 1988
  • fourth fiscal quarter
  • next fiscal quarter
  • November 17 , 1994
  • December 30 , 1994
  • December 31 , 2000

Organization:

  • 2.07 Taxes ; Regulatory Change
  • b Regulatory Change
  • Executed Loan Documents
  • b Procedures Regarding Collateral
  • 4.06 Financial Condition ; Securities and Exchange Commission Filings
  • Pari Passu Obligations
  • 4.19 Ownership of Real Estate
  • Annual Financial Statements
  • c Quarterly Financial Statements
  • 5.02 Preservation of Existence
  • 5.06 Maintenance of Property
  • 6.03 Nature of Business
  • 6.07 Operating Lease Obligations
  • 6.09 Governing Documents
  • 8.05 Lender Credit Decision
  • Chase Manhattan Bank
  • Uniform Commercial Code
  • Moody 's Investors Service
  • City Register of the City of New York
  • Consolidated Mortgage Note
  • Manufacturers Hanover Trust Company
  • First Supplemental Indenture
  • Department of Labor Regulation
  • Board of Governors of the Federal Reserve System
  • Standard & Poor 's Corporation
  • Stock Appreciation Rights Agreement
  • United States Trust Company
  • Whitehall Street Real Estate Limited Partnership
  • Interest Payment Date
  • definition of Interest Period
  • Internal Revenue Service
  • Certificate of Incorporation
  • New York Stock Exchange
  • New York State
  • State of Delaware
  • Salaried Employees of Rockefeller Group , Inc.
  • Deucalion Capital Corporation
  • Interstate Commerce Act
  • Letters of Credit
  • Board of Directors
  • Goldman Sachs Mortgage Company 85 Broad Street
  • Assignment of Mortgage
  • Sullivan & Cromwell
  • Cleary , Gottlieb , Steen & Hamilton
  • Goldman , Sachs & Co.
  • Goldman Sachs Real Estate Funding Corp.
  • Zero Coupon Convertible Debentures
  • Current Coupon Convertible Debentures
  • National Maturity Net Receipt\ Financial Institution Principal Date RCPI
  • Litigation Bear Stearns & Co. Inc.
  • Donaldson , Lufkin & Jenrette Securities Corporation
  • Officers ' Insurance Policy
  • Rockefeller Center Properties , Inc.
  • Event of Default
  • Collateral Trust Agreement

Location:

  • N.A.
  • England
  • New York City
  • London
  • U.S.
  • United States of America
  • Americas New York
  • Delaware

Money:

  • $ 500,000,000
  • $ .01
  • $ 1,255,160,004
  • $ 44,839,996
  • $ 3,000,000
  • $ 9,000,000
  • $ 12,000,000
  • $ 15,000,000
  • $ 1,300,000,000
  • $ 10,000,000
  • $ .80
  • $ .60
  • $ 1,000,000
  • $ 5,000,000
  • $ 250,000,000
  • $ 150,000,000
  • $ 213,170,000
  • $ 815,773,284
  • $ 200,000,000
  • $ 213,005,995
  • $ 4 million

Person:

  • Steven Mnuchin
  • Frances Bermanzohn
  • Richard M. Scarlata
  • Steven T. Mnuchin
  • Barclay

Time:

  • 11:00 a.m.
  • 2:00 p.m.

Percent:

  • 10 %
  • 103 %
  • 101.5 %
  • 100 %
  • 95 %
  • 125 %
  • 14 %
  • 4.75 %
  • 5.37500 %
  • 9.33000 %
  • 9.68500 %
  • -5.56845 %
  • 9.64476 %
  • 5.31250 %
  • 9.14000 %
  • 4.87500 %
  • 9.98000 %
  • 9.84000 %
  • 9.73600 %
  • 9.84190 %
  • -5.26736 %
  • 9.78032 %
  • 9.70000 %
  • 5.93750 %
  • 9.23000 %
  • 5.25000 %
  • 9.24500 %
  • 9.43000 %
  • 5.81250 %
  • 9.47000 %
  • 5.06250 %
  • 9.56000 %
  • 5.26560 %
  • 9.58700 %
  • 5.62500 %
  • 9.46029 %
  • -5.43080 %
  • 4.46500 %
  • 4.01750 %
  • 3.87250 %
  • 4.07631 %
  • 3.82750 %
  • 5.10500 %
  • 4.77750 %
  • 3.92350 %
  • 4.59190 %
  • 4.51296 %
  • 3.76250 %
  • 3.98000 %
  • 4.18250 %
  • 3.61750 %
  • 4.40750 %
  • 4.29440 %
  • 3.96200 %
  • 4.02949 %