EXECUTION COPY
EXHIBIT 10.1
RESTRUCTURING AGREEMENT
(RSVP HOLDINGS)
THIS RESTRUCTURING AGREEMENT (this "Agreement"), is dated as of April
29, 2003, by and among RSVP Holdings, LLC, a Delaware limited liability company
("Holdings"), RSI Fund Management LLC, a Delaware limited liability company
("RSI Management"), New World Realty, LLC, a Delaware limited liability company
("NW"), New World Realty Management, LLC, a Delaware limited liability company
("NWM"), Reckson Asset Partners, LLC, a Delaware limited liability company
("RAP"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability
company ("RSVP") and Frontline Capital Group, a Delaware corporation
("Frontline").
RECITALS
A. Holdings was formed as a limited liability company under the
Delaware Limited Liability Company Act on February 26, 1998;
B. RSI Management and NW entered into the Limited Liability Company
Agreement of Holdings, dated as of February 26, 1998 (the "LLC Agreement");
X. Xxxxx Xxxxxx Real Estate Securities, LLC, Stratum Realty Fund, L.P.
and Holdings entered into the Limited Liability Company Agreement of RSVP dated
as of March 5, 1998 (the "RSVP LLC Agreement");
D. ROP and RSVP entered into the Limited Liability Company Agreement of
RAP, dated as of March 5, 1998 (the "RAP LLC Agreement");
E. The only members in Holdings as of the date of this Agreement are
RSI Management and NW, although RSVP Management Partners, LLC has a subordinated
financial interest in Holdings;
F. Concurrently on the date hereof, the UBS Restructuring Agreement has
been entered into to effectuate, among other things, the purchase of the Class A
membership interests of RSVP by Holdings; and
G. The parties to this Agreement have agreed to restructure certain
agreements with respect to Holdings, RAP and RSVP and the rights and obligations
of the members in connection therewith, as more particularly set forth herein,
which shall provide, among other things, that NWM shall be appointed as the
asset manager of the assets and investments of RSVP and RAP in the Platforms and
RSI Management shall be appointed as sole managing member of Holdings, that the
existing Class A membership interests in RSVP shall be purchased and
subsequently retired on the Effective Date, and the RSVP LLC Agreement shall,
and the RAP LLC Agreement may, be amended and restated to give effect to the
transactions contemplated by this Agreement and the other Related Documents. The
LLC Agreement shall be amended and restated to, among other things, be
consistent with the foregoing.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. All capitalized terms used herein are defined herein
or otherwise set forth on Schedule 1 annexed hereto.
2. EFFECTIVENESS. (a) The effectiveness of the terms and provisions of
this Agreement and each of the other Related Documents is subject to (i) the
execution and delivery of this Agreement and each of the other Related Documents
by each of the parties hereto and thereto, and (ii) the Effective Date occurring
on or prior to August 15, 2003, subject to extension or re-extension by RSI
Management of the Effective Date, in its sole discretion, until not later than
October 14, 2003 and provided that such date may be further extended by the
mutual agreement of RSI Management and NW, in their respective sole discretion
(such date, as may be so extended, the "Termination Date"). If the Effective
Date does not occur on or prior to the Termination Date, then this Agreement and
each of the other Related Documents shall be null and void ab initio, without
prejudice to the rights of any of the parties to this Agreement.
(b) Notwithstanding any provision in this Agreement or in any
of the other Related Documents to the contrary, the consent of NW to the UBS
Restructuring Agreement and the transactions contemplated thereunder is
expressly conditioned upon the execution, delivery and effectiveness of this
Agreement and each of the other Related Documents and such consent by NW to the
UBS Restructuring Agreement and the transactions contemplated thereunder shall
become except as expressly provided by such consent with respect to Paragraph 3
and Paragraph 6(d) of the UBS Restructuring Agreement, effective only upon and
concurrently with the closing of the purchase and sale of the membership
interests in RSVP pursuant to the terms of the UBS Restructuring Agreement and,
except as expressly provided by such consent with respect to Paragraph 3 and
Paragraph 6(d) of the UBS Restructuring Agreement, in no case shall such consent
be construed as having been deemed given or made by NW in whole or in part prior
to the foregoing events occurring.
3. DELIVERIES. Simultaneously with the execution and delivery of this
Agreement, each of the parties hereto shall execute, if applicable, and deliver
each of the following agreements, documents or instruments, to which such party
is a signatory in any capacity (together with this Agreement, collectively, the
"Related Documents"):
3.1 the Management Agreement in the form attached hereto as
Exhibit I (the "Management Agreement");
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3.2 the amendment and restatement of the LLC Agreement in the form
attached hereto as Exhibit II (the "Amended LLC Agreement");
3.3 the amendment and restatement of the RSVP LLC Agreement (the
"Amended RSVP LLC Agreement");
3.4 (x) deliver the RAP LLC Agreement and (y) if and to the extent
amended on or prior to the Effective Date, execute and deliver the amended RAP
LLC Agreement (the "Amended RAP LLC Agreement"); and
3.5 The Agreement of Release in the form attached hereto as Exhibit
III (the "Mutual Release").
4. OTHER RESTRUCTURING TRANSACTIONS. On the Effective Date, the rights
and obligations of each of the parties to the employment agreements and letter
agreements identified on Exhibit IV attached hereto and each other agreement,
instrument or document in existence as of the date hereof directly relating to
the respective terms of employment of SBL and/or SHS with the Company, Reckson
Operating Partnership, L.P. or any of their respective Affiliates other than any
agreements, rights and claims that expressly survive in accordance with this
Section 4, and Section 2(b) of the Mutual Release or any other Related Document
shall be terminated without any further action by any party to such employment
arrangements; provided that, (i) the rights of each of SBL and SHS under Section
9.1(b) (regarding the right to indemnification) of their respective employment
agreements listed on Exhibit IV shall remain in full force and effect with
respect to actions taken on or prior to the Effective Date and (ii) the rights,
if any, of each of SBL, SHS and their respective affiliates, including their
respective beneficiaries and heirs, for the items listed on Schedule 2 attached
hereto under the benefit plans and other benefit programs set forth on Schedule
2 will continue only to the extent the benefits under such benefit plans or
programs would have continued in the ordinary course of business for any other
employee of RSVP whose employment was severed as of the Effective Date; it being
agreed that the parties shall each use commercially reasonable efforts to
transfer the benefit plans, programs and other benefits listed on Schedule 2 as
soon as practicable on or after the Effective Date.
5. REPRESENTATIONS AND WARRANTIES. Each of the parties to this
Agreement hereby represent and warrant as of the date of this Agreement and as
of and with full force and effect on the Effective Date, solely with respect to
itself (except as to Section 5.2(ii)), as follows:
5.1 Organization. Such party is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization and has
the full power and authority to enter into and perform its obligations under
each of the Related Documents, to which it is a party and the transactions
contemplated hereby and thereby. The execution, delivery and performance by such
party of each of the Related Documents to which it is a party, and the
consummation of the transactions contemplated hereby and thereby have been duly
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authorized by the appropriate governing bodies of such party and are valid and
binding obligations of such party, enforceable against such party in accordance
with their terms, and with respect to all parties, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting the rights of creditors generally (except Frontline), and by
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought at law
or in equity).
5.2 Consents.
(i) All Consents needed to execute and deliver the Related
Documents to which it is a party and to consummate the transactions
contemplated hereby and thereby, have been obtained and there is no
other Consent of, or filing or notification to, any government or
governmental agency or authority or any other person or entity which
is required to be made or obtained by such party to permit such
party to do any of the foregoing. All such Consents are valid and in
full force and effect. No material violations exist or have been
recorded in respect of any Consent. No proceeding is pending or, to
the best knowledge of such party, threatened, looking toward the
revocation, nullification or limitation of any such Consent and to
the best knowledge of such party, there is no basis or grounds for
any such revocation, nullification or limitation.
(ii) Subject to the provisions of Section 5.2 (iii), each
of Frontline and RSI Management further represent and warrant as of
the date of this Agreement and as of and with full force and effect
on the Effective Date, that all approvals of the bankruptcy court in
the matter of Frontline have been obtained and no other Consent of
such bankruptcy court with respect to Frontline is required in order
for Frontline to consummate the transactions contemplated by this
Agreement and the other Related Documents or the UBS Restructuring
Agreement.
(iii) Notwithstanding any provision of this Agreement to
the contrary, the sole and exclusive remedy of any party hereto with
respect to any breach, default or inaccuracy of the representation
and warranty of Frontline or RSI Management under Section 5.2 (ii)
shall be limited to the actual, direct third-party costs and
expenses incurred and actually paid by such party as a result of
such breach, default or inaccuracy.
5.3 No Conflict. The execution and delivery by such party of this
Agreement and each of the other Related Documents to which it is a party, and
the performance and the consummation of the transactions contemplated hereby and
thereby by such party will not, directly or indirectly: (i) result in or violate
the organizational documents of such party; (ii) to such party's knowledge,
materially violate or conflict with, or result in a breach of any of the terms
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or provisions of, or constitute a default under any material contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which such party is a party (except for that certain guarantee
with respect to the mortgage indebtedness owed to CIBC relating to the Catskills
Platforms and such other conflicts as to which the other party has actual
knowledge, if any); or (iii) result in any material violation of any applicable
law, rule, regulation, judgment, order or decree of any government or
governmental agency or authority or any court, tribunal or arbitrator(s) of
competent jurisdiction, or any governmental or non-governmental self-regulatory
organization, agency or authority having jurisdiction over such party; or (iv)
require any consent, approval, action, filing or notice under any provision of
any material law, statute, rule or regulation applicable to such party.
6. MISCELLANEOUS.
6.1 Execution in Counterparts; Binding Effect. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
copy and all of which together shall be considered one and the same agreement,
and shall become a binding agreement when one or more counterparts have been
signed by each party and delivered to the other parties. A facsimile, telecopy
or other reproduction of this Agreement may be executed by one or more parties
hereto, and an executed copy of this Agreement may be delivered by one or more
parties hereto by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party can be
seen, and such execution and delivery shall be considered valid, binding and
effective for all purposes as of the date first written above.
6.2 Governing Law. This Agreement shall be governed exclusively by,
and construed and enforced in accordance with, the internal laws of the State of
New York, without giving effect to the conflicts-of-law provisions thereof.
6.3 Notices. All notices and other communications hereunder shall be
effective upon receipt and shall be in writing and personally delivered or
mailed by Federal Express or another nationally recognized overnight courier, to
the address specified by such party under its signature hereon or such other
address specified by a notice to each other party to this Agreement.
6.4 Expenses. Except as specifically provided in Section 6.8 of this
Agreement and that Agreement of Certain Matters Among the Members of Holdings
executed contemporaneously herewith, the parties shall each be responsible for
their own legal expenses and the cost of their consultants, and experts in
connection with the negotiation and execution of this Agreement and the other
Related Documents.
6.5 Titles and Headings. Titles are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
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6.6 Successors and Assigns. This Agreement shall inure to the
benefit of each party to this Agreement and their respective successors and
assigns, and shall be binding upon each party to this Agreement and their
respective heirs, executors, administrators, trustees, successors and assigns;
provided, however, that no party to this Agreement may assign any rights or
delegate any of the obligations created under this Agreement without the prior
written consent of each other party to this Agreement, which consent may be
withheld at the sole and absolute discretion of such other parties.
6.7 Entire Agreement. This Agreement, including the Exhibits and
Schedules hereto, represents the entire agreement and understanding of the
parties with reference to the transactions set forth herein and supercedes all
prior negotiations, discussions, correspondence, communications, understandings
and agreements between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are merged into
this Agreement. Without limiting the generality of the forgoing, no presumption,
effect or consideration shall be accorded to any prior draft of this Agreement
(or any part thereof) in the interpretation of the terms and provisions of this
Agreement or the intent of the parties hereto.
6.8 Legal Fees. In the event of any dispute regarding any of the
provisions of this Agreement, the party which prevails in court, as determined
by the court, shall be entitled to recover its reasonable legal fees and
expenses.
6.9 Time of Essence. Time shall be of the essence with respect to
any time periods and/or dates set forth herein.
6.10 Signatures. Facsimile copies of original signatures by any of
the parties shall be deemed to be originals of such signatures.
6.11 Press Release. No party to this Agreement shall make, or cause
to be made, any press release or public announcement in respect of this
Agreement or the transactions contemplated hereby or otherwise communicate with
any news media without reasonable efforts to provide prior notification to the
other party, and the parties shall consider, in good faith, with regard to the
contents of any such press release or public announcement and work in good faith
as to the timing of the release thereof. Notwithstanding any of the foregoing,
any party may make oral disclosures to securities analysts and the investor
community without restriction; provided that if any such oral disclosure is
required to be embodied in a public filing under the Securities Exchange Act of
1934, as amended, then the disclosures contained in such filing shall be subject
to the parties considering in good faith with regard to the contents of such
public filing and working in good faith as to the timing of such filing except
if such public filing is required to be filed promptly following such oral
disclosure, in which event such party shall be free to file such public filing
free from the restrictions of this Section 6.11.
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6.12 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
6.13 No Third Party Beneficiaries. This Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their permitted
assigns and nothing herein, express or implied, is intended to or shall confer
upon any other person or party any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
6.14 Amendment. This Agreement may not be amended or modified except
by an instrument in writing signed by each party to this Agreement.
6.15 Conflict. In the event of a conflict between the provisions of
this Agreement and the provisions of the Amended LLC Agreement, the provisions
of this Agreement shall prevail.
6.16 Waiver. Any party to this Agreement may (a) extend the time for
the performance of any of the obligations or other acts of the other party, (b)
waive any inaccuracies in the representations and warranties of the other party
contained herein or in any document delivered by the other party pursuant hereto
or (c) waive compliance with any of the agreements or conditions of the other
party contained herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound thereby. Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement. The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of any
of such rights.
6.17 Specific Performance. Each of the undersigned acknowledges and
agrees that each of the parties hereto is entering into this Agreement in
reliance on the agreements, obligations and covenants made herein by the other
parties hereto on or prior to the Effective Date, and that any failure or delay
in specific performance of those agreements, obligations and covenants would
result in irreparable harm to the other parties hereto. Each of the undersigned
agrees that if any of the undersigned on or prior to the Effective Date defaults
in the performance of its or their obligations under this Agreement required on
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or prior to the Effective Date, the other parties shall be entitled, in addition
to any other remedies that they may have, to enforce this Agreement on or prior
to the Effective Date by an order or judgment of specific performance in a court
of competent jurisdiction requiring the defaulting party to perform such
obligation under this Agreement. Notwithstanding the immediately two preceding
sentences, nothing contained in this Agreement shall be deemed to limit any
remedy available to a party whether at law or in equity, whether on, prior to or
after the Effective Date.
6.18 Indemnification.
(i) Each party to this Agreement shall, subject to and to
the extent required by the provisions of this Section 6.18,
indemnify and hold harmless, each other party hereto, and in each
such case their respective affiliates, directors, officers,
employees, partners, members and managers (each, an "Indemnified
Party" and, collectively, the "Indemnified Parties"), from and
against and in respect of any and all Damages (as defined in the
Amended LLC Agreement) suffered or incurred by any of them resulting
from, arising out of, based on or relating to (x) any breach of any
representation or warranty (subject to the qualifications set forth
in Section 5.2(iii) hereof) made by such party in this Agreement; or
(y) any failure to perform any covenant, agreement or undertaking on
the part of such party contained in this Agreement.
(ii) In order for a party to be entitled to indemnification
pursuant to this Agreement, the Indemnified Party shall notify the
party required to provide such indemnification (the "Indemnifying
Party") in writing of any claim to which it is entitled to
indemnification within thirty (30) days of the date such party
receives written notice or otherwise becomes aware of the claim,
describing in reasonable detail such claim; provided, however, that
the failure of an Indemnified Party so to notify the Indemnifying
Party of the claim shall not relieve the Indemnifying Party of its
obligations under this Agreement except to the extent the
Indemnifying Party shall have been actually prejudiced as a result
of such failure; and provided further, that the Indemnifying Party
shall not be liable for any expenses incurred during the period in
which the Indemnified Party failed to give such notice. The
Indemnified Party shall deliver to the Indemnifying Party copies of
all notices and documents (including court papers) received by the
Indemnified Party relating the claim along with the notice referred
to above. If the Indemnifying Party does not object in writing to
the availability of the indemnity under this Agreement within thirty
(30) days after receiving such notice, then the claim set forth in
the notice by such party shall be considered a valid claim under
this Agreement (a "Valid Claim"), and such Valid Claim shall be
payable in accordance with this Agreement. In the event the
Indemnifying Party objects to the availability of the indemnity
under this Agreement, then the Indemnified Party shall be entitled
to be paid for the reasonable expenses incurred by the Indemnified
Party in defense of such claim in the manner and to the extent
provided in the immediately following sentence. The right of
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indemnification under this Agreement shall include the right to be
paid by the Indemnifying Party, in advance or within 15 Business
Days (as defined in the Amended LLC Agreement) of presentation of
reasonable supporting documentation, for the reasonable expenses
incurred by the Indemnified Party, who was, is, or is threatened to
be made, a named defendant or respondent in an action, suit,
arbitration, administrative hearing or other proceeding provided
that the Indemnified Party shall have given a written undertaking to
reimburse the Indemnifying Party in the event it is subsequently
determined by a court of competent jurisdiction from which no
further appeal may be taken or as to which the time for appeal has
lapsed, that he, she or it is not entitled to such indemnification.
(iii) If any Valid Claim arises out of or involves a claim
or demand made by any person that is not a party to this Agreement
or the Indemnified Party seeking indemnification (a "Third Party
Claim"), then the Indemnifying Party shall be entitled to
participate in, and direct and/or assume the defense of such action
on behalf of such Indemnified Party, with counsel selected by the
Indemnifying Party; provided, that such counsel is not reasonably
objected to by the Indemnified Party. Should the Indemnifying Party
so elect to assume the defense of a Third Party Claim, the
Indemnifying Party shall not be liable to the Indemnified Party for
legal expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof. If the Indemnifying Party
assumes such defense, the Indemnified Party shall have the right to
participate in the defense thereof and to employ counsel, at its own
expense, separate from the counsel employed by the Indemnifying
Party, it being understood that the Indemnifying Party shall control
such defense. Notwithstanding the foregoing, the Indemnifying Party
shall be liable for the fees and expenses of counsel employed by the
Indemnified Party for any period during which the Indemnifying Party
has failed to assume the defense thereof (other than during the
period prior to the time the Indemnified Party shall have given
notice of the Third Party Claim as provided above) or if a conflict
of interest would exist if one counsel represented both the
Indemnifying Party and the Indemnified Party, in connection with
such Third Party Claim, then the Indemnified Party may employ
separate counsel at the expense of the Indemnifying Party, provided
that such counsel is not reasonably objected to by the Indemnifying
Party; provided however, it being understood that the Indemnifying
Party shall not object to the use of Paul, Hastings, Xxxxxxxx &
Xxxxxx, LLP, unless Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP has a
conflict-of-interest.
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(iv) If the Indemnifying Party so elects to assume the
defense of any Third Party Claim, the Indemnified Party shall
cooperate with the Indemnifying Party in the defense or prosecution
thereof. Such cooperation shall include the retention and (upon the
Indemnifying Party's request) the provision to the Indemnifying
Party of records and information which are reasonably relevant to
such Third Party Claim, and making employees available on a mutually
convenient basis to provide additional information and explanation
of any material provided hereunder. Whether or not the Indemnifying
Party shall have assumed the defense of a Third Party Claim, the
Indemnified Party shall not admit any liability or make any other
admission or stipulation with respect to, or settle, compromise or
discharge, such Third Party Claim without the Indemnifying Party's
prior written consent (which consent shall not be unreasonably
withheld, delayed or conditioned). If the Indemnifying Party shall
have assumed the defense of a Third Party Claim, the Indemnified
Party shall agree to any settlement, compromise or discharge of a
Third Party Claim which the Indemnifying Party may recommend and
which by its terms fully releases the Indemnified Party (without
cost or obligation) in connection with such Third Party Claim.
6.19 Tax Covenants
(i) NW shall have the unconditional right, but not the
obligation, to cause Holdings (no later than September 1, 2003) to
review and approve to amend, for years previously filed, tax returns
of Holdings and its subsidiaries, if applicable (each, a "New
Return"), to reflect a recalculation of tax losses for all periods
on or prior to the Effective Date to NW as a member of Holdings for
all periods on or prior to the Effective Date. The New Returns shall
be filed at the sole cost and expense of Holdings. NW and RSI
Management shall have the right to mutually review and approve, in
their respective sole discretion, any and all such New Returns prior
to their filing with the IRS or any state tax authority. NW and RSI
Management shall each have the right of access to, and to review,
the applicable company's financial books and records and to all
applicable tax professionals in connection with this Section 6.19.
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(ii) The parties agree that (a) to the extent that Holdings
does not file the New Returns on or before September 1, 2003, or (b)
if NW and RSI do not agree on the substance of the New Returns, then
the Tax Matters member may still file or not file amended returns;
however NW shall have the unconditional right, but not the
obligation, to independently file amended tax returns for NW and its
upstream affiliates with information that may be inconsistent with
the K-1s distributed by the tax matters partner of Holdings. It is
hereby agreed that no claim may be asserted against NW on account of
damages suffered by Holdings and any of their respective affiliates
in the event NW files such New Returns in good faith, and NW shall
be held harmless with respect to any Third Party Claims with respect
thereto.
(iii) The rights, obligations and procedures hereunder will
apply with regard to the allocation of losses of Holdings for 2002
and that portion of 2003 as it relates to the allocation of losses
through and including the Effective Date, and such returns will be
filed on no later than their due dates, as they may be extended.
(iv) Each of the undersigned acknowledges and agrees that
each of the parties hereto is entering into this Agreement in
reliance on the agreements, obligations and covenants made herein by
the other parties hereto and that any failure or delay in specific
performance of those agreements, obligations and covenants would
result in irreparable harm to the other parties hereto. Each of the
undersigned agrees that if any of the undersigned defaults in the
performance of its or their obligations under this Agreement, the
other parties shall be entitled, in lieu of seeking damages
therefore, to enforce Section 6.19 of this Agreement by an order or
judgment of specific performance in a court of competent
jurisdiction requiring the defaulting party to perform such
obligation under this Agreement. Notwithstanding the immediately two
preceding sentences, nothing contained in this Agreement shall be
deemed to limit any remedy available to a party in equity; however,
excluding seeking any Damages (other than with respect to the hold
harmless provision regarding Third Party Claims referenced in the
second preceding sentence).
[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
RECKSON STRATEGIC VENTURE
PARTNERS, LLC
By: RSVP Holdings LLC, its Managing
Member, by its Management Committee
------------------------------
Xxxx X. Xxxxxx, as a Management
Committee member and not individually
------------------------------
Xxxxx Xxxxxxx, as a Management
Committee member and not individually
------------------------------
Xxxxxx X. Xxxxxxxx, as a Management
Committee member and not individually
Address for Notices:
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
RSVP HOLDINGS LLC
By its Management Committee
------------------------------
Xxxxx Xxxxxxx, as a Management
Committee member and not individually
------------------------------
Xxxx X. Xxxxxx, as a Management
Committee member and not individually
------------------------------
Xxxxxx X. Xxxxxxxx, as a Management
Committee Member and not individually
Address for Notices:
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
RSI FUND MANAGEMENT LLC
BY: Frontline Capital Group, its Member
By:
----------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
Address for Notices:
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
RECKSON ASSET PARTNERS, LLC
By: Reckson Strategic Venture Partners, LLC, a
Member
By: RSVP Holdings LLC, its Managing
Member, by its Management Committee
---------------------------
Xxxx X. Xxxxxx, as a Management
Committee member and not individually
---------------------------
Xxxxx Xxxxxxx, as a Management
Committee member and not individually
---------------------------
Xxxxxx X. Xxxxxxxx, as a Management
Committee member and not individually
Address for Notices:
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
FRONTLINE CAPITAL GROUP
By:
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
Address for Notices:
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
NEW WORLD REALTY, LLC
By:
--------------------------------
Xxxx X. Xxxxxx,
Authorized Signatory
By:
--------------------------------
Xxxxxx X. Xxxxxxxx,
Authorized Signatory
NEW WORLD REALTY MANAGEMENT, LLC
By:
--------------------------------
Xxxx X. Xxxxxx,
Authorized Signatory
By:
--------------------------------
Xxxxxx X. Xxxxxxxx,
Authorized Signatory
Address for Notices for NW and NWM:
Prior to May 31, 2003, to:
000 Xxxxx Xxxxxxxx Xxxx.
Xxxxx 0000
Xxxxxxxxx, XX 00000
After May 31, 2003, to:
00 Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
And in all cases, with a copy to:
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx, Esq.
Acknowledged and confirmed solely with respect to
Section 4 hereof:
-----------------------------------
Xxxx X. Xxxxxx, Individually
Acknowledged and confirmed solely with respect to
Section 4 hereof:
-----------------------------------
Xxxxxx X. Xxxxxxxx, Individually
SCHEDULE 1
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DEFINED TERMS
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Amended LLC Agreement As defined in Section 3 of this Agreement.
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Consents All consents, authorizations, variances, exemptions,
qualifications, filings, declarations, registrations,
approvals, licenses, certificates or permits from any
governmental authority or other party or entity.
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Effective Date The date of the closing of the purchase and sale
of membership interests in Reckson Strategic Venture
Partners, LLC pursuant to the terms and conditions of
the UBS Restructuring Agreement.
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Frontline As defined in the preamble to this Agreement.
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Holdings As defined in the preamble to this Agreement.
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LLC Agreement As defined in the Recitals of this Agreement.
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Management Agreement As defined in Section 3 of this Agreement.
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Mutual Release As defined in Section 3 of this Agreement.
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NW As defined in the preamble to this Agreement.
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NWM As defined in the preamble to this Agreement.
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Platform Means a specific business sector, defined by property
type and use, within the general category of debt or
equity investments made by RSVP relating to the
ownership of real property or the operation thereof.
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RAP As defined in the preamble to this Agreement.
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Related Documents As defined in Section 3 of this Agreement.
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ROP Reckson Operating Partnership, LLC
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RSI Management As defined in the preamble to this Agreement.
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RSVP As defined in the preamble to this Agreement.
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SBL Xxxx X. Xxxxxx.
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SHS Xxxxxx X. Xxxxxxxx.
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Tax Loans The loans by Frontline Capital Group (f/k/a Reckson
Service Industries, Inc.) to each of SBL and SHS
pursuant to Section 8 of those certain Restricted
Stock Grant, Pledge and Loan Agreements, each dated as
of March 9, 1998.
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UBS Restructuring The Restructuring Agreement by and among Reckson
Agreement Strategic Venture Partners, LLC, a Delaware limited
liability company, RSVP Holdings LLC, a Delaware
limited liability company, Reckson Asset Partners LLC,
a Delaware limited liability company, UBS Warburg Real
Estate Securities Inc., a Delaware corporation, and
Stratum Realty Fund, L.P., a Delaware limited
partnership, dated as of the date hereof attached
hereto as Exhibit V.
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SCHEDULE 2
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Certain Listed Items
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1. Section 125 Cafeteria Plan
2. Medical Insurance (family coverage)
3. Group Term Life Insurance
4. 401(k) Plan (no match)
5. Short Term Disability
6. Long Term Disability
7. Supplemental Life Insurance (approximately $9,000,000)
8. Accrued and unused vacation, not to exceed 5 weeks vacation
Exhibit I
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Form of Management Agreement
Exhibit II
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Form of Amended LLC Agreement
Exhibit III
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Form of Mutual Release
Exhibit IV
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List of Employment Agreements and Letter Agreements
1. Employment Agreement, entered into as of February 26, 1998, by and
between RSVP Holdings, LLC and Xxxx X. Xxxxxx.
2. Employment Agreement, entered into as of February 26, 1998, by and
between RSVP Holdings, LLC and Xxxxxx X. Xxxxxxxx.
3. Letter Agreement regarding Issuance of Restricted Stock, dated February
26, 1998, by and among RSVP Holdings, LLC, Xxxx X. Xxxxxx and Xxxxxx X.
Xxxxxxxx.
4. Letter Agreement regarding Certain Issuance of Restricted Stock, dated
February 26, 1998, by and among Reckson Services Industries Inc., Xxxx
X. Xxxxxx and Xxxxxx X. Xxxxxxxx.
5. Letter Agreement regarding Certain Issuance of Restricted Stock, dated
February 26, 1998, by and among Reckson Operating Partnership, L.P.,
Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx.
6. Letter Agreement regarding Certain Employment Agreement Obligations,
dated February 26, 1998, by and among Reckson Operating Partnership,
L.P., Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx.
7. Letter Agreement regarding Certain Employment Agreement Obligations,
dated February 26, 1998, by and among Reckson Services Industries Inc.,
Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx.
8. Letter Agreement regarding RSVP Holdings, LLC, dated February 26, 1998,
by and among Reckson Services Industries Inc., Xxxx X. Xxxxxx, Xxxxxx
X. Xxxxxxxx and New World Realty, LLC.
9. Letter Agreement regarding RSVP Holdings, LLC, dated February 26, 1998,
by and among Reckson Associates Realty Corp., Reckson Operating
Partnership, L.P., Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, New World
Realty, LLC and RSI Fund Management LLC.
Exhibit V
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UBS Restructuring Agreement
