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EXHIBIT 16
LIMITED POWER OF ATTORNEY
BY THESE PRESENTS, TROUTLET INVESTMENTS CORPORATION, a British Virgin
Island private company (the "Company"), does hereby constitute and appoint
SQUIRE N. BOZORTH as the Company's true and lawful attorney, for the
Company, in the Company's name, place and stead, to execute, acknowledge
and deliver (i) a merger proposal to Rockefeller Center Properties, Inc.
("RCPI") or any amendments or supplements thereto on behalf of a group
consisting of Whitehall Street Real Estate Limited Partnership V, Goldman
Sachs & Co., Goldman Sachs Mortgage Company, Tishman Speyer Properties,
L.P., Exor Group S.A., David Rockefeller and this Company (the "Investor
Group"), (2) any memoranda of understandings among the members of the
Investor Group or other agreements or documents organizing the members of
the Investor Group as a corporation, partnership, limited liability
company, real estate investment trust or any other business entity, (3) any
agreements, instruments or documents necessary or desirable in order to
give effect to a merger between the Investor Group or any entity formed by
the Investor Group and RCPI and any transactions in connection therewith
and, in addition without in any way limiting the foregoing, generally to
do, execute and perform any other act, deed, matter or thing whatsoever,
that ought to be done, executed and performed, or that, in the opinion of
the Company's said attorney ought to be done, executed or performed in
respect of the foregoing as fully effectual as the Company could do if
personally present.
And the Company does hereby ratify and confirm all whatsoever that the
Company's said attorneys or his substitutes, has done, shall do, or shall
cause to be done, in respect of the foregoing, by virtue of this power of
attorney.
This instrument may not be changed orally and may be revoked only by
an instrument in writing executed by the undersigned and delivered to the
above-named attorney-in-fact.
IN WITNESS WHEREOF, we have hereunto set our hands and seal as of the
16th day of October, 1995.
TROUTLET INVESTMENTS CORPORATION
By: /s/ Donald M. Harrison
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Donald M. Harrison
President
By: /s/ Alois Jurt
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Alois Jurt
Vice-President
(notary seal)