AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAgreement • December 6th, 1996 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Delaware
EXHIBIT 10.1 ------------ REDEMPTION AGREEMENT REDEMPTION AGREEMENT made as of December 31, 2002 (this "Agreement") by and between JMB 245 Park Avenue Holding Company, LLC ("JMB Partner"), WFP Property G.P. Corp. and Brookfield Financial Properties,...Redemption Agreement • January 15th, 2003 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • New York
AMENDATORY AGREEMENT (245 PARK AVENUE COMPANY) ------------------------- AGREEMENT dated October 11, 1995, by and among JMB/245 Park Avenue Associates, Ltd. ("JMB"), O&Y Equity Company L.P. ("Equity"), O&Y 245 Corp. ("245 Corp."), Olympia & York 245...Amendatory Agreement • November 14th, 1995 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries)
EXHIBIT 3-A ----------- AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF JMB/245 PARK AVENUE ASSOCIATES, LTD. This Amended and Restated Agreement of Limited Partnership made and entered into as of the 7th day of May, 1984 by and among JMB Park...JMB 245 Park Avenue Associates LTD • August 21st, 2002 • Land subdividers & developers (no cemeteries) • Illinois
W I T N E S S E T H :Assignment and Contribution Agreement • November 10th, 2004 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Illinois
EXHIBIT 4.1 ----------- SECURITY AGREEMENT ------------------ (First Priority/Membership Interest) ------------------------------------ THIS SECURITY AGREEMENT (this "Agreement") is made as of the 7th day of May, 2001 by JMB/245 Park Avenue...Security Agreement • November 10th, 2004 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries)
CONSENT AGREEMENTConsent Agreement • November 14th, 1995 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries)
SECONDWhereas • November 10th, 2004 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Illinois
OFLimited Liability Company Agreement • December 6th, 1996 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Delaware
WINDING UP AGREEMENTWinding Up Agreement • November 29th, 2017 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Illinois
THIS AGREEMENT is made effective as of November 27, 2017 by and between JMB/245 Park Avenue Associates, Ltd., an Illinois limited partnership (the "Partnership"), and JMB Park Avenue, Inc., an Illinois corporation ("Park Avenue, Inc. "). Capitalized terms used herein but not defined have the same meanings as in the Partnership's Amended and Restated Agreement of Limited Partnership (as amended to date, the "Partnership Agreement").
EXHIBIT 4.2 ----------- FIRST AMENDMENT TO SECURITY AGREEMENT (First Priority/Membership Interest) This First Amendment to Security Agreement (First Priority/Membership Interest) (this "Amendment") is made and entered into as of December 1, 2004, by...Security Agreement • December 7th, 2004 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries)
EXHIBIT 10-E ------------ (245) CONSENT AND SUBSTITUTION OF COLLATERAL THIS CONSENT, dated as of November 21, 1996, is made and delivered by JMB/245 Park Avenue Associates, Ltd., an Illinois limited partnership ("Park") in favor of JMB Realty...JMB 245 Park Avenue Associates LTD • May 14th, 1997 • Land subdividers & developers (no cemeteries)
THIS CONSENT, dated as of November 21, 1996, is made and delivered by JMB/245 Park Avenue Associates, Ltd., an Illinois limited partnership ("Park") in favor of JMB Realty Corporation, a Delaware corporation ("JMB"), with reference to that certain Third Amended and Security Agreement, dated as of August 1, 1995 (the "Agreement"), by and between Park and JMB, whereby Park granted JMB a security interest in certain Collateral (as defined therein) to secure Park's obligations under the Restated Promissory Notes and JMB Note (each as defined therein).
EXHIBIT 4-A ----------- AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED PROMISSORY NOTE This Amendment No. 1 (the "Amendment") to Second Amended and Restated Promissory Note is made effective January 3, 2001 (the "Effective Date") by and between JMB/245...JMB 245 Park Avenue Associates LTD • May 24th, 2001 • Land subdividers & developers (no cemeteries)
LIMITED PARTNERSHIP AGREEMENT OF BFP-JMB 245 PARK, L.P.Limited Partnership Agreement • December 31st, 2014 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Delaware
This Limited Partnership Agreement (this “Agreement”) of BFP-JMB 245 PARK, L.P., a Delaware limited partnership (the “Partnership”), is made effective as of December 29, 2014 by BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership (the “BFP Partner”) and JMB 245 PARK AVENUE HOLDING COMPANY, LLC, a Delaware limited liability company (the “JMB Partner”) pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del.C. § 17-101, et seq.), as amended from time to time (the “Act”). Capitalized terms used in this Agreement which are not otherwise defined in Schedule B hereto shall have the respective meanings given those terms under the Act.
FOURTH AMENDMENT TO LOAN DOCUMENTS THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (the "Fourth Amendment") is entered into as of the 1st day of August, 1995, by and between JMB/245 PARK AVENUE ASSOCIATES, LTD., an Illinois limited partnership (formerly known...Loan Documents • November 14th, 1995 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Illinois
AMENDED AND RESTATED DEMAND NOTEDemand Note • November 14th, 1995 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Illinois
THIRD AMENDED AND RESTATED SECURITY AGREEMENT This THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this "Assignment") dated as of the 1st day of August, 1995, between JMB/245 PARK AVENUE ASSOCIATES, LTD., an Illinois limited partnership (herein,...Security Agreement • November 14th, 1995 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries)
A G R E E M E N T :JMB Transaction Agreement • December 6th, 1996 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • New York
EXHIBIT 4-C ----------- AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED PROMISSORY NOTE This Amendment No. 1 (the "Amendment") to Second Amended and Restated Promissory Note is made effective January 3, 2001 (the "Effective Date") by and between JMB/245...JMB 245 Park Avenue Associates LTD • May 24th, 2001 • Land subdividers & developers (no cemeteries)
EXHIBIT 4-B ----------- AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED PROMISSORY NOTE This Amendment No. 1 (the "Amendment") to Second Amended and Restated Promissory Note is made effective January 3, 2001 (the "Effective Date") by and between JMB/245...JMB 245 Park Avenue Associates LTD • May 24th, 2001 • Land subdividers & developers (no cemeteries)
ASSIGNMENT AND REDEMPTION AGREEMENT (TRANSFER OF CLASS J UNITS FROM BFP LP TO JMB)Assignment and Redemption Agreement • December 31st, 2014 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Delaware
THIS ASSIGNMENT AND REDEMPTION AGREEMENT (this “Assignment”), dated as of December 29, 2014, is entered into between Brookfield Financial Properties, L.P., a Delaware limited partnership (“BFP LP”) and JMB 245 Park Avenue Holding Company, LLC, a Delaware limited liability company (“JMB” and, together with BFP LP, the “Parties”).
EXHIBIT 4.2 ----------- NOTE SPLIT AGREEMENT THIS NOTE SPLIT AGREEMENT (this "Agreement") is entered into effective as of the 8th day of October, 2004, by and between JMB Realty Corporation, a Delaware corporation ("Holder") and JMB/245 Park Avenue...Note Split Agreement • November 10th, 2004 • JMB 245 Park Avenue Associates LTD • Land subdividers & developers (no cemeteries) • Illinois
