NOTEHOLDERS CONTRIBUTION AND PARTICIPATION AGREEMENT
NOTEHOLDERS CONTRIBUTION AND PARTICIPATION AGREEMENT (the
"Agreement") dated as of October 10, 1996, by and between Metropolis Realty
Trust, Inc., a Maryland corporation (the "Company") and Bankers Trust Company, a
New York corporation (the "Trustee") acting on behalf of the holders of the
Existing Notes (the "Noteholders"). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in the Joint Plan of
Reorganization of 000 Xxxx Xxxxxx Associates, LLC and 1290 Associates, LLC,
filed under title 11 of the United States Code, 11 U.S.C.
Sections 101 et seq (the "Plan").
WHEREAS, this Agreement is being entered into pursuant to the
terms and conditions of the Plan; and
WHEREAS, pursuant to the Plan, the Trustee, acting on behalf
of the holders of the Existing Notes, is required to contribute to the Company
an undivided interest in $280,000,000 of Existing Notes (the "Contributed Debt")
in exchange for 11,160,000 shares of the common stock of the Company (the
"Shares"), as hereinafter set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and
the respective agreements herein contained, and other good and valuable
consideration, the parties hereto agree as follows:
1. Subscription. The Trustee, on behalf of the Noteholders in
accordance with the Plan, hereby subscribes for, and the Company hereby issues
and delivers to the Trustee, on behalf of and for distribution to the
Noteholders in accordance with the Plan, the Shares, in consideration of the
contribution to the Company described in Section 2 below.
2. Contribution. In consideration of the subscription for the
Shares described in Section 1 above, the Trustee hereby contributes, assigns,
transfers, grants and delivers, to the Company an undivided interest in
$280,000,000 of Existing Notes (the "Contributed Debt").
3. Representations and Warranties. Each of the Trustee and the
Company represents and warrants to the other as follows:
(i) It is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation or
incorporation and has full power and authority, and has taken all
action necessary, to execute and deliver this Agreement and to fulfill
its obligations under, and to consummate the transactions contemplated
by, this Agreement.
C/M: 11764.0001 350718.6
(ii) This Agreement has been duly executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms.
(iii) All approvals, authorizations or other actions by, or
filings with, any governmental authority necessary for the validity or
enforceability of its obligations under this Agreement have been made
or obtained.
4. Amendments. This Agreement and the terms and conditions
hereof may not be altered, amended, waived, terminated or otherwise modified in
any respect, unless the same shall be in writing and signed by or on behalf of
each party affected thereby.
5. Further Assurances. The Company and the Trustee at any time
or from time to time, upon request of either party, will execute such additional
instruments, documents or certificates as either party deems reasonably
necessary in order to effect or confirm the transactions contemplated hereby.
6. Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors, legal
representatives and permitted assigns, but this Agreement may not be assigned by
either party without the written consent of the other party.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in New York.
8. Counterparts. This Agreement may be executed in any number
of counterparts, all of which when taken together shall constitute one
agreement.
-2-
C/M: 11764.0001 350718.6
IN WITNESS WHEREOF, the parties hereto have duly executed or
caused this Agreement to be duly executed as of the date first written above.
BANKERS TRUST COMPANY, as Trustee
By:
Name:
Title:
METROPOLIS REALTY TRUST, INC.
By:
Name:
Title:
-3-
C/M: 11764.0001 350718.6
