MODIFICATION OF OPERATING AGREEMENT OF
000 XXXX XXXXXX ASSOCIATES, L.L.C.
AMENDMENT, dated as of October 10, 1996, among JMB/NYC Office
Building Associates, L.P., an Illinois limited partnership ("Investor"), O&Y
Equity Company, L.P., as debtor and debtor in possession, a Delaware limited
partnership ("Equity"), and O&Y NY Building Corp., a New York corporation
("Building").
WHEREAS, as of October 10, 1995 Investor, Equity, and Building
formed 000 Xxxx Xxxxxx Associates, L.L.C., a Delaware limited liability company
(the "Company") pursuant to an Operating Agreement (the "Operating Agreement"),
Agreement of Conversion, and Certificate of Conversion of Partnership to a
Limited Liability Company, all dated as of October 10, 1995;
WHEREAS, pursuant to the Chapter 11 Plan of Reorganization of
the Company and 1290 Associates, L.L.C. approved by order of the United States
Bankruptcy Court for the Southern District of New York dated September 20, 1996
(the "Plan"), (i) the Company will merge into 237/1290 Upper Tier Associates,
L.P., a Delaware limited partnership (the "Upper Tier Partnership"), and (ii)
the property known as 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx will be transferred by
the Upper Tier Partnership to 237 Park Partners, L.P., a Delaware limited
partnership, as directed by 237/1290 Lower Tier Associates, L.P., a Delaware
limited partnership (the "Lower Tier Partnership"); and
WHEREAS, pursuant to the 237 Assumption and Security
Agreement, Equity and Building will assume the obligation of the Company and
1290 Associates, L.L.C. to pay the portion of the Excess Amount allocable by
Investor, Equity and Building to 000 Xxxx Xxxxxx, which obligation shall
thereafter be released; and
WHEREAS, the parties desire to modify and amend the Operating
Agreement in the manner hereafter provided.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the parties hereto agree as follows:
1. Terms used in this Amendment and not defined herein
shall have the meaning set forth in the Plan.
2. All items of income, gain, loss or deduction attributable
to the assumption or reduction of the 237 Excess Amount occurring on or about
the date hereof and provided for in the Plan shall be allocated solely to Equity
and Building, in such manner as they shall agree.
C/M: 11764.0001 350641.8
3. Except as set forth in paragraph 2 hereof, the interest in
profits, losses and distributions of the Company shall continue to be governed
by the provisions of the Operating Agreement.
4. The undersigned hereby consent to the merger of the Company
into the Upper Tier Partnership and the subsequent transfer of the 237 Property
by the Upper Tier Partnership to 237 Park Partners, L.P. at the direction of the
Lower Tier Partnership, in exchange for the issuance by 237 Park Partners, L.P.
to the Lower Tier Partnership of a 99% limited partnership interest in 237 Park
Partners, L.P. and the issuance by the Lower Tier Partnership to the Upper Tier
Partnership of a 5% limited partnership interest in the Lower Tier Partnership,
all as more specifically set forth in the Plan.
-2-
C/M: 11764.0001 350641.8
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first above written.
JMB/NYC OFFICE BUILDING ASSOCIATES, L.P.
By: Carlyle Managers, Inc., General
Partner
By:
Name:
Title:
O&Y EQUITY COMPANY, L.P. as debtor and
debtor in possession
By: O&Y Equity General Partner Corp.,
General Partner, as debtor and
debtor in possession
By:
Name:
Title:
O&Y NY BUILDING CORP.
By:
Name:
Title:
-3-
C/M: 11764.0001 350641.8
