JMB TRANSACTION AGREEMENT
JMB TRANSACTION AGREEMENT, dated as of November 21,
1996, by and among WORLD FINANCIAL PROPERTIES, L.P., a Delaware
limited partnership (together with its successors and assigns,
the "Partnership"), WORLD FINANCIAL PROPERTIES, INC., a
Delaware corporation and the managing general partner of the
Partnership (together with its successors and assigns, "GP
Corp."), XXX/000 XXXX XXXXXX ASSOCIATES, LTD., an Illinois
limited partnership (together with its successors and assigns,
"JMB"), JMB 000 XXXX XXXXXX XXXXXXX COMPANY, LLC, a Delaware
limited liability company (together with its successors and
assigns, "JMB Partner"), BATTERY PARK HOLDINGS, INC., a
Delaware corporation (together with its successors and assigns,
"BPHI"), EMERALD LP HOLDINGS, INC., a Delaware corporation
(together with its successors and assigns, "Citibank Partner"),
CANADIAN IMPERIAL BANK OF COMMERCE, a banking institution
organized under the laws of Canada (together with its
successors and assigns, "CIBC Partner") and WFP HOLDINGS
LIMITED PARTNERSHIP, a Delaware limited partnership (together
with its successors and assigns, "Dragon Partner").
R E C I T A L S :
A. In furtherance of the consummation of the
transactions contemplated in the Plan (as hereinafter defined),
the Partnership has been formed pursuant to that certain
amended and restated agreement of limited partnership, dated as
of the date hereof (the "WFP Partnership Agreement"), by and
among GP Corp., JMB Partner, BPHI, Olympia & York Tower B
Company (together with BPHI, "BPHI Partner"), CIBC Partner,
Citibank Partner, Dragon Partner and certain other Persons (as
hereinafter defined) identified therein, as limited partners.
B. In accordance with the provisions of the Plan,
JMB Partner has received and holds that number of Class A Units
(as hereinafter defined) as is contemplated in the Plan to be
issued to JMB Partner.
C. JMB is the managing member of JMB Partner and
Controls (as hereinafter defined) JMB Partner.
D. The parties are executing and delivering this
agreement to provide certain rights to, and impose certain
obligations on, JMB Partner as contemplated in Sections 15.8.1
and 18.13 of the Plan, and to provide to the other parties
hereto, among other things, the right of first offer set forth
herein with respect to the Class A Units held by JMB Partner
and the releases and indemnities herein set forth.
A G R E E M E N T :
The parties agree as follows:
SECTION 1. Definitions. As used in this agreement,
each capitalized term not otherwise defined herein shall have
the meaning given such term in the WFP Partnership Agreement
(as in effect on the date hereof).
SECTION 2. Transfers of Class B Units. (a) Each
party to this agreement that is a Founding Limited Partner on
the date hereof shall assign to JMB Partner, effective
immediately preceding each conversion of any Class B Units to
Class A Units pursuant to Article 5 of the WFP Partnership
Agreement, its Ratable Percentage (as defined below),
determined as of the date hereof, of the JMB Unit Amount (as
defined below) in respect of such conversion. The
documentation to effect each such assignment shall be in form
reasonably acceptable to the transferring parties and to JMB
Partner. All Class B Units so assigned to JMB Partner shall be
free and clear of any claims or security interests of any
Person (and each instrument of assignment shall contain a
warranty to such effect by the applicable transferor parties).
(b) Each party to this agreement that is a Founding
Limited Partner on the date hereof agrees to retain and not
Transfer sufficient Class B Units (or make other arrangements
with respect thereto as shall be approved by JMB Partner in its
reasonable discretion) to enable such Founding Limited Partner
to perform, when due, its obligations under this Section 2;
provided, however, that no such approval of JMB Partner shall
be required if, upon any Transfer by a Founding Limited Partner
that otherwise would violate the provisions of this subsection
(b), the transferee of such Founding Limited Partner assumes
the obligations of its transferor pursuant to the provisions of
subsection 2(a) above.
(c) "Ratable Percentage" means, as to each Founding
Limited Partner, at any time, the quotient obtained by dividing
(i) the number of Class A Units then owned by such Founding
Limited Partner by (ii) the total number of Class A Units then
owned by all Founding Limited Partners.
(d) "JMB Unit Amount" means, in respect of each
conversion of Class B Units to Class A Units pursuant to the
provisions of Article 5 of the WFP Partnership Agreement, that
number of Class B Units as is equal to the product of (i) the
total number of Class B Units so to be converted in such
conversion and (ii) a fraction the numerator of which is the
JMB Class A Unit Amount in respect of such conversion and the
denominator of which is the total number of Class A Units to be
issued in respect of such conversion.
(e) "JMB Class A Unit Amount" means, in respect of
each conversion of Class B Units to Class A Units pursuant to
the provisions of Article 5 of the WFP Partnership Agreement,
that number of Class A Units as is equal to the JMB Total Unit
Amount as of the date of such conversion reduced by the total
of the JMB Class A Unit Amounts in respect of all conversions
of Class B Units to Class A Units that occurred prior to such
conversion, if any.
(f) "JMB Total Unit Amount" means, in respect of
each conversion of Class B Units to Class A Units pursuant to
the provisions of Article 5 of the WFP Partnership Agreement,
the quotient obtained by dividing (A) the Initial Unit Value
into (B) the product of (x) 5.61534% and (y) positive
difference, if any, between (1) the sum of the amounts of Net
SF Cash and the Net MCJV Proceeds (to the extent each such
amount has been determined under Article 5 of the WFP
Partnership Agreement and, as of the date of such conversion,
realized by the Partnership) and (2) $11,653,000.
SECTION 3. Right of First Offer. (a) JMB shall not
cause or permit JMB Partner to, and JMB Partner shall not, make
or permit to occur any Transfer of any of its Class A Units or
make or respond to any offers to do so except in compliance
with the provisions of this Section 3.
(b) JMB and JMB Partner may make or permit to occur
any Transfer of all or any portion of the Class A Units issued
to JMB Partner to (i) any Person in connection with a
registered public offering made pursuant to the provisions of
the registration rights agreement, dated as of the date hereof,
relating to the Class A Units, (ii) any Wholly Owned Affiliate
of JMB or JMB Partner or any JMB Controlled Affiliate or (iii)
its constituent members (on a ratable basis); provided,
however, that no such Transfer shall be consummated (A) except
in compliance with all applicable provisions of Article 9 of
the WFP Partnership Agreement and (B) in the case of such a
Transfer by JMB Partner described in clauses (ii) or (iii)
above, unless such Wholly Owned Affiliate, JMB Controlled
Affiliate or each such member (other than any member Controlled
by the Partnership) shall have executed and delivered to each
of the parties to this agreement (other than JMB or JMB
Partner) a written instrument pursuant to which such Wholly
Owned Affiliate, JMB Controlled Affiliate or member assumes (in
respect of the Class A Units Transferred to it) all the
obligations of JMB Partner under this Section 3 and Section 10
of this agreement. In addition, if JMB Partner shall have made
a Transfer of Class A Units of the character described in
clause (iii) above to JMB in compliance with all applicable
provisions of this agreement and Article 9 of the WFP
Partnership Agreement, JMB may Transfer all or part of such
Class A Units to its constituent partners (on a ratable basis
and without requiring such Partners to deliver the instrument
described in clause (B) above); provided, however, that any
such Transfer shall be made only in compliance with all
applicable provisions of Article 9 of the WFP Partnership
Agreement.
(c) If JMB Partner shall determine to offer to make
any Transfer (other than a Transfer by JMB or JMB Partner of
the character described in subsection 3(b) above) of any
Class A Units or to respond to any offer received by it with
respect thereto, it shall first give each of the Founding
Limited Partners a notice (an "Offer Notice") specifying
(i) the number of Class A Units it desires to Transfer,
(ii) the date (which shall be at least thirty-one (31) days
after the date of the Offer Notice) on which such Transfer is
contemplated to occur, (iii) the purchase price per Class A
Unit (the "Unit Price") that JMB Partner is willing to accept
for Transfer of such Class A Units and (iv) if JMB Partner is
willing to provide any purchase money financing in respect of
such Transfer, the terms thereof that would be acceptable to
JMB Partner. Each Founding Limited Partner shall have the
right (the "First Offer Right"), exercisable by written notice
(each, an "Exercise Notice") to JMB Partner (a copy of which
shall be provided concurrently to each other Founding Limited
Partner) given not later than fifteen (15) days after the
effective date under Section 19 hereof of the Offer Notice, to
purchase from JMB Partner its Ratable Percentage of the Class A
Units identified in the Offer Notice for the Unit Price set
forth in the Offer Notice; provided, however, that if any
Founding Limited Partner shall fail or decline to exercise the
First Offer Right for its full Ratable Percentage of the
Class A Units identified in the Offer Notice, the First Offer
Right in respect of the portion thereof not so exercised may be
exercised by the other Founding Limited Partners (on a ratable
basis or such other basis as they shall agree) by the sending
of an additional Exercise Notice to JMB Partner within thirty
(30) days after the effective date under Section 19 hereof of
the Offer Notice as against all Founding Limited Partners.
(d) If the Founding Limited Partners shall not have
given Exercise Notices in respect of all of the Class A Units
identified in the Offer Notice within such thirty (30) day
period, JMB Partner shall thereafter have the right to Transfer
all such Class A Units to any Person for cash or on the
financing terms, if any, specified in the Offer Notice, at a
purchase price per Class A Unit of not less than 95% of the
Unit Price set forth in the Offer Notice, provided such sale
shall be consummated not later than one hundred twenty (120)
days following the effective date under Section 19 hereof of
the Offer Notice as against all Founding Limited Partners.
(e) The closing of any Transfer to the Founding
Limited Partners pursuant to the provisions of this Section 3
shall take place at the office of JMB Partner in Chicago,
Illinois, or such other place in Chicago, Illinois, or New York
City as shall be designated by JMB Partner on a date not later
than the date set forth in the Offer Notice as the anticipated
closing date. At such closing, JMB Partner shall deliver or
cause to be delivered to each of the applicable purchasers,
against receipt (by delivery of immediately available funds) of
the purchase price owing to JMB Partner hereunder, an
instrument in form reasonably acceptable to such purchaser
assigning to such purchaser all JMB Partner's rights in and to
the Class A Units specified in the Exercise Notice or Exercise
Notices of such purchaser. Any and all transfer or similar
taxes in respect of such transfer shall be paid by JMB Partner.
All Class A Units so transferred by JMB Partner shall be free
and clear of any claims or security interests of any Person
(and the instrument of assignment shall contain a warranty to
such effect by JMB Partner).
(f) Notwithstanding anything to the contrary herein
contained, no term or provision of this Section 3 that may be
or become inconsistent with the provisions of Section 9-1.1 of
the Estates, Powers and Trusts Law of the State of New York, or
any successor statute thereto in effect during the term of this
agreement, shall be operative following twenty-one years after
the death of the last to die of those descendants of Xxxx X.
Xxxxxxxxxxx, Xx., in being on the date of this agreement.
SECTION 4. Restriction on Sale of the 245 Park
Property. (a) Without the written consent of JMB Partner
(which may be withheld in JMB Partner's sole discretion), the
Partnership shall not cause or permit the sale or other similar
conveyance of 000 Xxxx Xxxxxx prior to January 2, 2000;
provided, however, that no such consent shall be required for
any such sale or conveyance (i) pursuant to the foreclosure of
any indebtedness or other obligations secured by 000 Xxxx
Xxxxxx, (ii) resulting from any condemnation or failure to
restore 000 Xxxx Xxxxxx following a casualty loss thereat or
other involuntary act or transfer, (iii) that is involuntary in
nature, whether similar or dissimilar to the matters specified
in clause (i) or (ii) above, or (iv) if the Partnership shall
have received the written opinion of an independent investment
bank of national reputation that such a sale or conveyance is
the most appropriate business strategy for the Partnership to
pursue to raise funds in an amount sufficient (but not greater
than the amount necessary) to avoid an imminent default or cure
an existing default on any indebtedness secured by a Core
Property or other material asset of the Partnership or a Person
Controlled by it. Within three (3) days after the passage of
any resolution of the Board of Directors of GP Corp. or other
official determination of the Partnership to exercise its
rights under the provisions of clause (iv) of this
subsection 4(a), the Partnership shall give a written notice to
JMB setting forth in reasonable detail a description of the
facts relating to the applicable default or imminent default
and the identity of the investment bank selected by the
Partnership to advise it in connection therewith; provided,
however, that no such sale or conveyance of 000 Xxxx Xxxxxx
pursuant to the provisions of such clause (iv) may be
consummated prior to the date that is ten (10) days after the
date of such written notice to JMB. JMB shall keep
confidential all information provided to it under the
provisions of this subsection and shall not disclose any such
information to any Person except as may be required by
applicable law or to enforce its rights under this agreement.
(b) The provisions of subsection (a) of this
Section 4 shall terminate and be of no further force or effect
upon the earlier of (i) the transfer by JMB of at least 95% of
its interest in JMB Partner or by JMB Partner of its Class A
Units resulting in a direct or indirect beneficial ownership by
JMB and all JMB Controlled Affiliates of a number of Class A
Units representing less than 5% of the total number of Class A
Units issued to JMB Partner on the date hereof (any such
Transfer, a "Disqualifying Transfer") and (ii) such time as the
Partnership shall have received, in connection with any
proposed offering or placement of equity securities of the
Partnership providing for a gross sales price of not less than
$100,000,000, a written opinion of a financial advisor retained
by the Partnership to market such equity securities (and
approved or deemed approved by JMB Partner pursuant to
subsection (c) below) expressing its reasonable determination
that the consent rights set forth in subsection (a) above would
result in a diminution in the gross amount of proceeds that
otherwise could reasonably be expected to be received in
respect of such offering or placement (in a public or private
transaction) of three percent (3%) or more of the amount of
such gross proceeds.
(c) To obtain the approval (or deemed approval) of
JMB Partner to any independent investment and financial advisor
contemplated in the immediately preceding subsection (b) or in
subsection 6(a) hereof, the Partnership shall give written
notice (an "Approval Notice") of the identity of such advisor
to JMB Partner. In the event such advisor shall be
unacceptable to JMB Partner, JMB Partner shall so advise the
Partnership in writing (giving a reasonably detailed statement
of the reasons therefor) within ten (10) days of receipt of
such notice, in which event the Partnership may propose another
advisor for approval in the same manner as set forth above or
pursue any remedies it may have against JMB Partner for failure
to act reasonably in not granting such approval. If JMB
Partner shall fail to respond to any Approval Notice within the
ten (10) day period referred to above, the independent
investment and financial advisor identified therein shall be
deemed approved by JMB Partner for all purposes of this
agreement. JMB Partner shall not in any event unreasonably
withhold approval of any financial advisor identified in an
Approval Notice.
SECTION 5. Board Proceedings. GP Corp. shall cause
to be provided to JMB, substantially contemporaneously with
distribution of copies thereof to members of its board of
directors (but in no event later than three (3) days after such
distribution), copies of all minutes of the meetings of such
board and copies of all resolutions thereof passed by written
consent. JMB shall treat all such materials as confidential
and shall not distribute any thereof or otherwise disclose any
information therein except as may be required to comply with
applicable law; provided, however, that prior to any
distribution or disclosure thereof, JMB shall cooperate with GP
Corp. to obtain an appropriate protective order relating
thereto.
SECTION 6. Reduction of Indebtedness. (a) Without
the written consent of JMB Partner (which consent may be
withheld in JMB Partner's sole and absolute discretion), the
Partnership shall not cause or permit the aggregate amount of
indebtedness secured by 000 Xxxx Xxxxxx (so long as the
Partnership shall own 000 Xxxx Xxxxxx) to be reduced below
$145,000,000 prior to January 2, 2003; provided, however, that
no such consent shall be required for any such reduction of
such indebtedness occurring on or after January 2, 1999 if
(i) such reduction does not exceed the Maximum Reduction Amount
(as defined below) and (ii) at such time (A) the Partnership is
raising capital through the sale of new equity interests and
the purchaser or purchasers thereof require as a condition to
the purchase of such equity interests that the indebtedness
secured by 000 Xxxx Xxxxxx be reduced below $145,000,000 by a
dollar amount specified in writing by such purchaser or
purchasers (the "Maximum Reduction Amount"), and (B) the
reduction of such indebtedness by the Maximum Reduction Amount,
taking into account the prepayment penalties, if any, on all
the existing debt obligations secured by 000 Xxxx Xxxxxx, will
result in materially better terms (as reasonably determined by
an independent investment and financial advisor selected by the
Partnership and approved or deemed approved by JMB Partner in
accordance with the provisions of subsection 4(c) hereof) for
such equity sale than if the indebtedness secured by 000 Xxxx
Xxxxxx were not so reduced (each such equity sale, a
"Qualifying Equity Sale").
(b) If the indebtedness secured by 000 Xxxx Xxxxxx
is to be reduced below $145,000,000 in accordance with a
Qualifying Equity Sale, the Partnership shall not consummate or
permit the consummation of such Qualifying Equity Sale unless
(i) the Partnership arranges for the purchase, and offers to
JMB Partner the right to sell, all (or at JMB's election, any
part) of JMB Partner's Class A Units at a gross price per
Class A Unit that is equivalent to the gross price at which the
Partnership is selling its new equity securities and
(ii) either (A) JMB Partner declines to sell any of such Class
A Units or (B) the Qualifying Equity Sale actually closes for
the purchase and sale of Class A Units that JMB Partner has
elected to sell.
(c) The preceding provisions of this Section 6 shall
expire and be of no further force or effect whatsoever upon the
first to occur of (i) any sale or other similar conveyance of
000 Xxxx Xxxxxx by the Partnership or Persons Controlled by it
that does not violate the provisions of Section 4 above, (ii)
any Disqualifying Transfer and (iii) January 2, 2003.
SECTION 7. JMB Payments. The Partnership shall pay
to JMB, for a period of sixty (60) months commencing with the
month following the month of execution of this agreement, a
monthly payment in arrears in an amount equal to one-third of
the property management fees for 000 Xxxx Xxxxxx that are
actually payable to the Partnership or its designee pursuant to
the provisions of the loan instruments evidencing the
indebtedness secured by 000 Xxxx Xxxxxx or otherwise (the
"JMB/245 Park Payments"); provided, however, that the JMB/245
Park Payments shall not, in any twelve month period be less
than $400,000 or greater than $600,000; and provided, further,
that the JMB/245 Park Payments shall not, in the aggregate for
such sixty (60) month period, be less than $2,300,000. The
JMB/245 Park Payment in respect of each month shall be due and
payable (in immediately available funds) on the first day of
the immediately succeeding month. All such payments shall be
paid to JMB at its address set forth in Section 19 hereof. All
JMB/245 Park Payments shall be due and payable without defense
or counterclaim of any kind. Without limiting the generality
of the foregoing, the JMB/245 Park Payments shall be payable in
any and all events even if, for any reason, the Partnership or
its designee does not actually receive the property management
fees, if any, payable to the Partnership as referred to in the
first sentence of this Section 7.
SECTION 8. Professional Costs. Contemporaneously
with the execution of this agreement, JMB shall be reimbursed
by the Partnership for up to $375,000 of its out-of-pocket
costs and expenses actually incurred in implementing the
transactions contemplated by Sections 15.8.1 and 18.13 of the
Plan (including the reasonable fees and expenses of legal and
accounting professionals).
SECTION 9. Releases. In addition to the releases
provided in Section 24 of the Plan, contemporaneously with the
execution and delivery of this agreement, JMB and certain of
its Affiliates, on the one hand, and the O&Y Affiliates (as
defined in the Plan), on the other hand, shall each execute and
deliver mutual releases (each, a "Release") of certain of their
respective claims against the others. Such Releases shall be
in the forms annexed as Exhibit A and Exhibit B hereto,
respectively.
SECTION 10. Selection of Director. (a) Within
thirty (30) days after the execution and delivery of this
agreement, GP Corp. shall send a Designation Notice (as defined
below) to JMB Partner and JMB Partner shall (in the manner set
forth below) consent to the election of one of the three (3)
Independent Persons (as defined below) named therein to serve
as one of the directors of GP Corp. (the "JMB-Approved
Director"). So long as JMB Partner shall be a general partner
of the Partnership, JMB Partner shall have the right, from time
to time, to consent (in the manner set forth below) to the
selection of an Independent Person to serve as the JMB-Approved
Director. Within thirty (30) days after each Replacement Date
(as defined below), GP Corp. shall give written notice (a
"Designation Notice") to JMB Partner setting forth the names of
not less than three (3) Independent Persons who are eligible to
act as a JMB-Approved Director. JMB Partner's consent rights
under this Section shall be exercised in a written notice given
to GP Corp. not later than fifteen (15) days after the date
that JMB Partner shall receive any Designation Notice. In such
notice, JMB Partner shall specify which one of the Persons
identified in the Designation Notice to whom it consents to
serve as the JMB-Approved Director. Upon any failure by JMB
Partner to respond to a Designation Notice within such fifteen
(15) day period or, upon responding, in the case of any failure
to consent to one of the Persons identified in the Designation
Notice, GP Corp. shall have the right to select the JMB-
Approved Director from among such Persons (or any other Person
mutually acceptable to JMB Partner and the Board of Directors
of GP Corp.). Promptly following notice that any Person
constituting a JMB-Approved Director has ceased to be an
Independent Person, GP Corp. shall cause the removal of such
Person as a director of GP Corp.; provided, however, that
nothing set forth in this Section 10 shall be construed to give
JMB Partner any right to remove the JMB Director or to limit or
impair the right of any other Person to remove any director of
GP Corp. in accordance with the provisions of the By-laws of GP
Corp.
(b) "Independent Person" means a natural Person who
is not (i) a director, officer or employee of or subject to
control by any of Citibank Partner, CIBC Partner, BPHI Partner,
Dragon Partner or any Affiliate of any thereof, (ii) an officer
or employee of GP Corp., the Partnership or any Person
Controlled by GP Corp. or the Partnership or (iii) the legal or
beneficial owner of any equity interest in or debt securities
convertible into or exchangeable for any equity interest in GP
Corp. or any Person Controlled by GP Corp.
(c) "Replacement Date" means, with respect to any
Person constituting a JMB-Approved Director, any date that
(i) GP Corp. first becomes aware that such Person has ceased to
be an Independent Person, (ii) such Person dies or is
incapacitated or declared incompetent, (iii) the resignation of
such Person as a director of GP Corp. becomes effective,
(iv) such Person is removed as a director of GP Corp. or
(v) such Person's term as a director of GP Corp. expires for
any reason other than those described in clauses (i) through
(iv) above.
SECTION 11. Representations and Warranties.
(a) Each of JMB and JMB Partner jointly and severally
represents and warrants to each of the other parties hereto
that (i) each of the Release executed by it, this agreement and
the WFP Partnership Agreement has been duly and validly
authorized, executed and delivered by it and represents its
binding obligation, enforceable against it in accordance with
its terms, (ii) neither JMB nor JMB Partner is, or, upon the
execution and delivery by JMB Partner of the WFP Partnership
Agreement and this agreement, will be an "investment company"
as defined in, or subject to regulation under, or is required
to register under, the Investment Company Act of 1940, as
amended, and (iii) the execution, delivery and performance by
it of each of such Release, this agreement and the WFP
Partnership Agreement does not breach or violate any obligation
or instrument to which JMB or JMB Partner is a party or the
organizational documents of JMB or JMB Partner or any
applicable law, statute or regulation binding on JMB or JMB
Partner or their respective assets.
(b) Each party hereto other than JMB and JMB
Partner, severally and not jointly, represents and warrants to
each of JMB and JMB Partner that (i) each of this agreement and
the WFP Partnership Agreement has been duly and validly
authorized, executed and delivered by it and represents its
binding obligation, enforceable against it in accordance with
its terms, (ii) such party is not and, upon the execution and
delivery by it of the WFP Partnership Agreement and this
agreement, will not be an "investment company" as defined in,
or subject to regulation under, or required to register under,
the Investment Company Act of 1940, as amended, and (iii) the
execution,delivery and performance by it of each of this
agreement and the WFP Partnership Agreement does not breach or
violate any obligation or instrument to which it is a party or
its organizational documents or any applicable law, statute or
regulation binding on it or its assets.
(c) The representations and warranties set forth in
this Section 11 shall not survive the execution and delivery of
this agreement and the WFP Partnership Agreement.
SECTION 12. Entire Agreement. This agreement and
the other agreements executed and delivered pursuant to the
Plan contain the entire agreement among the parties and
supersede all prior written or oral agreements among them
respecting the subject matter hereof. Without limiting the
generality of the immediately preceding sentence, in the event
of any inconsistency between the Plan and this agreement, the
provisions of this agreement shall govern.
SECTION 13. Headings. The section headings and
paragraph titles of this agreement are for convenience of
reference only and shall not be deemed to be part of this
agreement or otherwise define, limit or extend the scope or
intent of any provision hereof.
SECTION 14. Governing Law. This agreement shall be
governed by and construed in accordance with the law of the
State of New York without regard to principles of conflicts of
laws.
SECTION 15. Amendment. This agreement may not be
amended, modified or supplemented and no waivers of or consents
to departures from the provisions hereof may be given unless
consented to in writing by all the parties sought to be bound
thereby. Unless otherwise specified in such waiver or consent,
a waiver or consent given hereunder shall be effective only in
the specific instance and for the specific purpose for which
given.
SECTION 16. Binding Agreement. This agreement shall
be binding upon, and inure to the benefit of, the parties
hereto and their respective heirs, executors, personal
representatives, successors and assigns.
SECTION 17. Counterparts and Effectiveness. This
agreement may be executed in several counterparts, which shall
be treated as originals for all purposes, and all as so
executed shall constitute one agreement, binding on all of the
parties hereto, notwithstanding that all the parties are not
signatory to the same counterpart. The execution and delivery
of this agreement by facsimile shall be valid and binding for
all purposes.
SECTION 18. Waiver of Trial by Jury. Each party
hereto, by its execution and delivery of this agreement, waives
any and all rights it may have to trial by jury of any matter,
cause, dispute or other claim arising under this agreement.
SECTION 19. Notices. All notices and other
communications provided for herein shall be dated and in
writing and shall be deemed to have been duly given and
effective three (3) Business Days after mailing, if sent by
registered or certified mail, return receipt requested, postage
prepaid, and when received, if delivered otherwise (including
by facsimile), to the party to whom it is directed:
(a) If to any of the Partnership, BPHI or GP Corp.,
to it at the following address:
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
with a copy to:
Xxxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
(b) If to JMB, to it at the following address:
000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Xxxx Xxxxxxx, Esq.
with a copy to:
Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxxx, Esq.
(c) If to JMB Partner, to it at the following
address:
000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Xxxx Xxxxxxx, Esq.
with a copy to:
Pircher, Xxxxxxx & Xxxxx
1999 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Real Estate Notices
(d) If to Citibank Partner, to it at the following
address:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxxx
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxx, Esq.
(e) If to CIBC Partner, to it at the following
address:
Canadian Imperial Bank of Commerce
Commerce Court West, 6th Floor
Toronto, Ontario
CANADA X0X 0X0
Attention: Xx. Xxxxx X. XxXxxxxxx
with a copy to:
Sidley & Austin
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
(f) If to Dragon Partner, to it at the following
address:
c/o Concord Property and
Finance Co., Ltd.
China Xxxxxxxx, 00xx Xxxxx
Xx. 00 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
Attention: Xx. Xxxxx X. Xxxx
with a copy to:
Coudert Brothers
The Grace Building
1114 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
or at such other address as such party shall have specified by
notice in writing to the other parties hereto in accordance
with the provisions of this Section 19.
SECTION 20. Invalidity of Provisions. The
invalidity or unenforceability of any provision of this
agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this agreement in that
jurisdiction or the validity or enforceability of this
agreement, including that provision, in any other jurisdiction.
IN WITNESS WHEREOF, each of the undersigned has
signed this agreement as set forth below to be effective as of
the date first above written.
XXX/000 XXXX XXXXXX ASSOCIATES, LTD.
By: JMB PARK AVENUE, INC., a general
partner
By: ___________________________
Name:
Title:
JMB 000 XXXX XXXXXX XXXXXXX
COMPANY, LLC
By: XXX/000 XXXX XXXXXX ASSOCIATES,
LTD., its managing member
By: JMB PARK AVENUE, INC., a
general partner
By:
Name:
Title:
WORLD FINANCIAL PROPERTIES, L.P.
By: WORLD FINANCIAL PROPERTIES, INC.,
its general partner
By:
Name:
Title:
BATTERY PARK HOLDINGS INC.
By:
Name:
Title:
CANADIAN IMPERIAL BANK
OF COMMERCE
By:
Name:
Title:
By:
Name:
Title:
WFP HOLDINGS LIMITED PARTNERSHIP
By: WFP CORP., its general partner
By:
Name:
Title:
EMERALD LP HOLDINGS, INC.
By:
Name:
Title:
EXHIBIT A
RELEASE
RELEASE, made as of November 21, 1996, by XXX/000
XXXX XXXXXX ASSOCIATES, LTD., an Illinois limited partnership
(together with its successors and assigns, "JMB") and JMB 000
XXXX XXXXXX XXXXXXX COMPANY, LLC, a Delaware limited liability
company (together with its successors and assigns, "JMB
Partner") in favor of THE O&Y AFFILIATES SET FORTH ON SCHEDULE
I ATTACHED HERETO AND THE OTHER RELEASEES (as hereinafter
defined).
R E C I T A L S:
A. In furtherance of the consummation of the
transactions contemplated in the Third Amended Joint Plan of
Reorganization of Olympia & York Realty Corp., et al., Chapter
11 case number 92 B 42698 (JLG) (jointly administered), dated
as of September 12, 1996 and confirmed by the United States
Bankruptcy Court for the Southern District of New York on
September 20, 1996 (as such Plan may be amended from time to
time, the "Plan"), World Financial Properties, L.P., a Delaware
limited partnership (the "Partnership"), has been formed
pursuant to that certain amended and restated agreement of
limited partnership, dated as of November 21, 1996 (the "WFP
Partnership Agreement").
B. Pursuant to that certain JMB Transaction
Agreement (the "JMB Transaction Agreement"), dated as of
November 21, 1996, among JMB, JMB Partner, the Partnership, and
certain other parties, the parties thereto have set forth
certain agreements contemplated in the Plan.
C. This instrument is being executed and delivered
pursuant to the provisions of Section 9 of the JMB Transaction
Agreement.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing
premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, JMB and JMB
Partner hereby agree as follows:
1. Release. JMB and JMB Partner hereby forever
release and discharge (a) the O&Y Affiliates, (b) the
respective successors, predecessors, assignors or assignees of
any of the foregoing, in their capacity as such, (c) all
current or former stockholders, partners or owners of any of
the foregoing, in their capacity as such, and (d) all current
and former officers, directors, trustees, employees, agents,
attorneys, accountants, financial advisors, investment bankers,
appraisers, advisors and engineers of any of the foregoing, in
their capacity as such (collectively, the "Releasees"), in each
case of and from any and all claims or demands of whatsoever
nature relating to the property known as 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx or to the partnership known as 000 Xxxx Xxxxxx
Company, including, without limiting the generality of the
foregoing, any and all manner of actions, causes of action,
suits, debts, dues, sums of money, accounts, contracts, claims,
third-party claims, cross-claims, counter-claims, demands,
agreements, controversies, judgments, damages, liabilities,
promises, variances, reckonings, bonds, bills, specialities,
covenants, liens, encumbrances, trespasses, leases,
subordinations, security interests, duties and obligations of
any nature whatsoever, whether present or future, whether known
or unknown, whether suspected or unsuspected, whether
liquidated or unliquidated, whether matured or unmatured,
whether direct, indirect, or derivative, whether fixed or
contingent, whether secured or unsecured, and whether or not
the same are based upon violation of any law or regulation, or
otherwise in law, admiralty, equity, or bankruptcy, which JMB
or JMB Partner or any heirs, administrators, executors,
successors or assigns or anyone claiming in a derivative
capacity from, through or under JMB or JMB Partner or any of
the foregoing, ever jointly or individually had, now has or
have, or hereafter can, shall or may have against any Releasee,
for, on or by reason of any matter, cause or thing whatsoever
relating to the property known as 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx or to the partnership known as 000 Xxxx Xxxxxx
Company; provided, however, that the foregoing provisions of
this instrument shall not be construed to release or otherwise
affect any Claims (as defined in the Plan) or interests in
connection with the transactions contemplated by the Plan,
including, without limitation, any rights of the undersigned
under the Partnership Agreement or the JMB Transaction
Agreement or the registrations rights agreement dated as of
November 20, 1996 and relating to certain interests in the
Partnership; and provided, further, that the Releasees shall
not include (i) any and all Xxxxxxxx Entities (as defined in
the Plan), (ii) Coopers & Xxxxxxx OYDL, (iii) Olympia & York
(U.S.) Holdings Company, (iv) O&Y 25 Realty Company, and
(v) O&Y 25 Realty Company, L.P.
2. Severability. In case any one or more of the
provisions contained in this instrument shall be found to be
invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby, and this instrument shall continue in full force and
effect in accordance with its remaining terms.
3. Governing Law. This instrument shall be
governed by and construed and enforced in accordance with, the
laws of the State of New York without regard for principles of
conflicts of laws.
4. Entire Agreement; Amendments. This instrument
constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior
agreements and understandings, whether written or oral, between
the parties, and cannot be changed or modified unless in
writing and signed by the parties hereto.
5. Waiver. No term or provision hereof shall be
deemed waived and no breach excused unless such waiver or
consent shall be in writing and signed by the party claimed to
have waived or consented.
6. Headings. The headings used in this instrument
are inserted as a matter of convenience and for reference
purposes only, are of no binding effect, and in no respect
define, limit or describe the scope of this instrument or the
intent of this instrument.
IN WITNESS WHEREOF, each of the undersigned has
signed this instrument as set forth below to be effective as of
the date first above written.
XXX/000 XXXX XXXXXX ASSOCIATES, LTD.
By: JMB PARK AVENUE, INC.,
a general partner
By:
Name:
Title:
JMB 000 XXXX XXXXXX XXXXXXX
COMPANY, LLC
By: XXX/000 XXXX XXXXXX ASSOCIATES,
LTD., its managing member
By: JMB PARK AVENUE, INC.,
a general partner
By:
Name:
Title:
WORLD FINANCIAL PROPERTIES, L.P.
By: WORLD FINANCIAL PROPERTIES, INC.,
its general partner
By:
Name:
Title:
SCHEDULE I
O&Y Affiliates means the following entities:
1. Xxxxxx Properties Corp.
2. Olympia & York and Xxxxxxx Associates Venture
3. Baden Real Estate Corp.
4. Brunswash Development Corporation
5. Olympia & York Xxxxx Holding Company
6. Cabot Estate Development Company
7. Olympia & York Cherry Creek Company
8. Chicago-Superior Associates
9. Olympia & York Co., Inc.
10. Olympia & York Colorado Development Corp.
11. Olympia & York Communications, Inc.
12. Olympia & York Companies (U.S.A.), Inc.
13. O&Y Concord 00 Xxxxx Xxxxxx Company
14. O&Y Construction Corp.
15. Olympia & York Cypress Corp.
16. O&Y Cypress Florida Inc.
17. O&Y Xxxxxxx Corp.
18. Olympia & York Denver Properties Corp.
19. Devco - 11601-A, L.P.
20. Devco - 11601-B, L.P.
21. Dev GP 53 Holding Corp.
22. O&Y Devcon, Inc.
23. O&Y Development Holding Corp.
24. Olympia & York Development (Seattle) Company
25. O&Y Equity (Canada) Ltd.
26. O&Y Equity Company, L.P.
27. O&Y Equity General Partner Corp.
28. Olympia & York FCA Inc.
29. O&Y FEC Corp.
30. O&Y FEC Corp. Venture
31. Federal Center Associates
32. O&Y Financial Company
33. Financial Plaza Trust
34. O&Y Fiscal Corporation
35. Olympia & York Florida Equity Corp.
36. Forum Properties Corp.
37. Olympia & York Fountain Plaza Company
38. Olympia & York Grampian Corp.
39. Hartford Park Associates
40. Olympia & York Homes Corporation
41. O&Y Hope Street, Inc.
42. O&Y I/S Guide Inc.
43. Xxxxxx Corp.
44. Olympia & York Jefferson Street Company
45. Olympia & York KOIN Center Company
46. O&Y Liberty Plaza Company
47. Olympia & York Maiden Lane Company
48. Olympia & York Maiden Lane Finance Corp.
49. O&Y Maintenance Corp.
50. O&Y Management Corp.
51. Olympia & York Mass. Investment Corp.
52. Olympia & York Massachusetts Financial Company
53. Miami Center Joint Venture
54. NH Corp.
55. O&Y NY Building Corp.
56. O&Y OCP Corp.
57. Olympia & York OLP Company
58. Olympia/Xxxxxxx Company
59. Olympia Centre Holding Company, L.P.
60. One Commercial Plaza (Unnamed Co-Tenancy)
61. One Financial Plaza (Unnamed Joint Venture)
62. Orion Limited Partnership
63. OYCI Video, Inc.
64. Pennland Properties Corp.
65. Xxxxxxx Realty Trust
66. O&Y Plaza Corp.
67. Olympia & York Properties (Portland) Company
68. Olympia & York Real Estate (USA) Inc.
69. Olympia & York Realty Corp.
70. Olympia & York Residential Corp.
71. O&Y REUSA TALP Subsidiary Corp.
72. Senior Associates
73. Olympia & York SF Holdings Corporation
74. South Brunswick Industrial Properties Limited
Partnership
75. Brunswash Development Corporation
76. Olympia (U.S.) Development Subsidiary Corp.
77. Olympia & York Southeast Equity Corp.
78. Olympia & York State Limited Partnership
79. Olympia & York State Street Company
80. SYR Mall Corp.
81. O&Y Tower A Holding Company
82. O&Y Tower A Limited Partnership
83. Olympia & York Tower B Company
84. O&Y Tower B Holding Company I
85. Olympia & York Tower B Lease Company
86. O&Y Tower D Holding Company I
87. O&Y Tower D Holding Company II
88. Trinity Place Company
89. O&Y (U.S.) Development Canada Ltd.
90. O&Y (U.S.) Development Company, L.P
91. O&Y (U.S.) Development General Partner Corp.
92. O&Y (U.S.) Financial Company
93. O&Y Venture Corp.
94. Olympia & York Water Street Company
95. West 31st Street Associates
96. O&Y WFC Maintenance Corp.
97. Olympia & York WFC Retail Company
98. WFC Tower A Company
99. O&Y WFC Tower Corp.
100. WFC Tower D Company
101. Olympia & York World Financial Center Finance Corp.
102. O&Y YBG Corp.
103. O&Y YBG L.P.
104. Yerba Buena Gardens, L.P.
105. York Venture Co.
106. 2 Broadway Associates
107. 2 Broadway Land Company
108. O&Y 7 Hanover Leasing Company, L.P.
109. O&Y 53 Finance Corp.
110. 53 Holding Company, L.P.
111. 00 Xxxxx Xxxxxx Xxxx.
000. O&Y 55 WS Lease Co., L.P.
113. 00 Xxxxx Xxxxxx Management Corp.
114. 000 Xxxxx Xxxxxx Company
115. O&Y 000 Xxxx Xxxxx Company, L.P.
116. 000 Xxxx Xxxxxx Associates, L.L.C.
117. O&Y 245 Corp.
118. Olympia & York 245 Lease Company
119. 000 Xxxx Xxxxxx Company
120. Olympia & York 000 Xxxx Xxxxxx Xxxxxxx Company, L.P.
121. Olympia & York 320 G.O.T. Company
122. Olympia & York 320 Park Company
123. O&Y 320 Park Corp.
124. 1290 Associates, L.L.C.
125. 0000 Xxxxx Xxxxxx Ltd.
126. 11601 Holding Corp.
127. 11601 Holdings, L.P.
128. 11601 Wilshire Associates
EXHIBIT B
RELEASE
RELEASE, made as of November 21, 1996, by THE O&Y
AFFILIATES SET FORTH ON SCHEDULE I ATTACHED HERETO, in favor of
XXX/000 XXXX XXXXXX ASSOCIATES, LTD., an Illinois limited
partnership (together with its successors and assigns, "JMB"),
JMB 000 XXXX XXXXXX XXXXXXX COMPANY, LLC, a Delaware limited
liability company (together with its successors and assigns,
"JMB Partner") AND THE OTHER RELEASEES (as hereinafter
defined).
R E C I T A L S:
A. In furtherance of the consummation of the
transactions contemplated in the Third Amended Joint Plan of
Reorganization of Olympia & York Realty Corp., et al., Chapter
11 case number 92 B 42698 (JLG) (jointly administered), dated
as of September 12, 1996 and confirmed by the United States
Bankruptcy Court for the Southern District of New York on
September 20, 1996 (as such Plan may be amended from time to
time, the "Plan"), World Financial Properties, L.P., a Delaware
limited partnership (the "Partnership"), has been formed
pursuant to that certain amended and restated agreement of
limited partnership, dated as of November 21, 1996 (the "WFP
Partnership Agreement").
B. Pursuant to that certain JMB Transaction
Agreement (the "JMB Transaction Agreement"), dated as of
November 21, 1996, among JMB, JMB Partner, the Partnership, and
certain other parties, the parties thereto have set forth
certain agreements contemplated in the Plan.
C. This instrument is being executed and delivered
pursuant to the provisions Section 9 of the JMB Transaction
Agreement.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing
premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the O&Y
Affiliates hereby agree as follows:
1. Release. The O&Y Affiliates hereby forever
release and discharge (a) JMB and JMB Partner, (b) the
respective successors, predecessors, assignors or assignees of
any of the foregoing, in their capacity as such, (c) all
current or former stockholders, partners or owners of any of
the foregoing, in their capacity as such, and (d) all current
and former officers, directors, trustees, employees, agents,
attorneys, accountants, financial advisors, investment bankers,
appraisers, advisors and engineers of any of the foregoing, in
their capacity as such (collectively, the "Releasees"), in each
case of and from any and all claims or demands of whatsoever
nature relating to the property known as 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, or to the partnership known as 000 Xxxx Xxxxxx
Company, including, without limiting the generality of the
foregoing, any and all manner of actions, causes of action,
suits, debts, dues, sums of money, accounts, contracts, claims,
third-party claims, cross-claims, counter-claims, demands,
agreements, controversies, judgments, damages, liabilities,
promises, variances, reckonings, bonds, bills, specialities,
covenants, liens, encumbrances, trespasses, leases,
subordinations, security interests, duties and obligations of
any nature whatsoever, whether present or future, whether known
or unknown, whether suspected or unsuspected, whether
liquidated or unliquidated, whether matured or unmatured,
whether direct, indirect, or derivative, whether fixed or
contingent, whether secured or unsecured, and whether or not
the same are based upon violation of any law or regulation, or
otherwise in law, admiralty, equity, or bankruptcy, which any
of the O&Y Affiliates or any heirs, administrators, executors,
successors or assigns or anyone claiming in a derivative
capacity from, through or under any of the O&Y Affiliates or
any of the foregoing, ever jointly or individually had, now has
or have, or hereafter can, shall or may have against any
Releasee, for, on or by reason of any matter, cause or thing
whatsoever relating to the property known as 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, or to the partnership known as 000 Xxxx
Xxxxxx Company; provided, however, that the foregoing
provisions of this instrument shall not be construed to release
or otherwise affect any Claims (as defined in the Plan) or
interests in connection with the transactions contemplated by
the Plan, including, without limitation, any rights of the
undersigned under the Partnership Agreement or the JMB
Transaction Agreement or the registration rights agreement
dated as of November 20, 1996 and relating to certain
interests, in the Partnership.
2. Severability. In case any one or more of the
provisions contained in this instrument shall be found to be
invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby, and this instrument shall continue in full force and
effect in accordance with its remaining terms.
3. Governing Law. This instrument shall be
governed by and construed and enforced in accordance with, the
laws of the State of New York without regard for principles of
conflicts of laws.
4. Entire Agreement; Amendments. This instrument
constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior
agreements and understandings, whether written or oral, between
the parties, and cannot be changed or modified unless in
writing and signed by the parties hereto.
5. Waiver. No term or provision hereof shall be
deemed waived and no breach excused unless such waiver or
consent shall be in writing and signed by the party claimed to
have waived or consented.
6. Headings. The headings used in this instrument
are inserted as a matter of convenience and for reference
purposes only, are of no binding effect, and in no respect
define, limit or describe the scope of this instrument or the
intent of this instrument.
IN WITNESS WHEREOF, each of the undersigned has
signed this instrument as set forth below to be effective as of
the date first above written.
[ ]
By: _____________________________
Name:
Title:
SCHEDULE I
O&Y Affiliates means the following entities:
1. Xxxxxx Properties Corp.
2. Olympia & York and Xxxxxxx Associates Venture
3. Baden Real Estate Corp.
4. Brunswash Development Corporation
5. Olympia & York Xxxxx Holding Company
6. Cabot Estate Development Company
7. Olympia & York Cherry Creek Company
8. Chicago-Superior Associates
9. Olympia & York Co., Inc.
10. Olympia & York Colorado Development Corp.
11. Olympia & York Communications, Inc.
12. Olympia & York Companies (U.S.A.), Inc.
13. O&Y Concord 00 Xxxxx Xxxxxx Company
14. O&Y Construction Corp.
15. Olympia & York Cypress Corp.
16. O&Y Cypress Florida Inc.
17. O&Y Xxxxxxx Corp.
18. Olympia & York Denver Properties Corp.
19. Devco - 11601-A, L.P.
20. Devco - 11601-B, L.P.
21. Dev GP 53 Holding Corp.
22. O&Y Devcon, Inc.
23. O&Y Development Holding Corp.
24. Olympia & York Development (Seattle) Company
25. O&Y Equity (Canada) Ltd.
26. O&Y Equity Company, L.P.
27. O&Y Equity General Partner Corp.
28. Olympia & York FCA Inc.
29. O&Y FEC Corp.
30. O&Y FEC Corp. Venture
31. Federal Center Associates
32. O&Y Financial Company
33. Financial Plaza Trust
34. O&Y Fiscal Corporation
35. Olympia & York Florida Equity Corp.
36. Forum Properties Corp.
37. Olympia & York Fountain Plaza Company
38. Olympia & York Grampian Corp.
39. Hartford Park Associates
40. Olympia & York Homes Corporation
41. O&Y Hope Street, Inc.
42. O&Y I/S Guide Inc.
43. Xxxxxx Corp.
44. Olympia & York Jefferson Street Company
45. Olympia & York KOIN Center Company
46. O&Y Liberty Plaza Company
47. Olympia & York Maiden Lane Company
48. Olympia & York Maiden Lane Finance Corp.
49. O&Y Maintenance Corp.
50. O&Y Management Corp.
51. Olympia & York Mass. Investment Corp.
52. Olympia & York Massachusetts Financial Company
53. Miami Center Joint Venture
54. NH Corp.
55. O&Y NY Building Corp.
56. O&Y OCP Corp.
57. Olympia & York OLP Company
58. Olympia/Xxxxxxx Company
59. Olympia Centre Holding Company, L.P.
60. One Commercial Plaza (Unnamed Co-Tenancy)
61. One Financial Plaza (Unnamed Joint Venture)
62. Orion Limited Partnership
63. OYCI Video, Inc.
64. Pennland Properties Corp.
65. Xxxxxxx Realty Trust
66. O&Y Plaza Corp.
67. Olympia & York Properties (Portland) Company
68. Olympia & York Real Estate (USA) Inc.
69. Olympia & York Realty Corp.
70. Olympia & York Residential Corp.
71. O&Y REUSA TALP Subsidiary Corp.
72. Senior Associates
73. Olympia & York SF Holdings Corporation
74. South Brunswick Industrial Properties Limited
Partnership
75. Brunswash Development Corporation
76. Olympia (U.S.) Development Subsidiary Corp.
77. Olympia & York Southeast Equity Corp.
78. Olympia & York State Limited Partnership
79. Olympia & York State Street Company
80. SYR Mall Corp.
81. O&Y Tower A Holding Company
82. O&Y Tower A Limited Partnership
83. Olympia & York Tower B Company
84. O&Y Tower B Holding Company I
85. Olympia & York Tower B Lease Company
86. O&Y Tower D Holding Company I
87. O&Y Tower D Holding Company II
88. Trinity Place Company
89. O&Y (U.S.) Development Canada Ltd.
90. O&Y (U.S.) Development Company, L.P.
91. O&Y (U.S.) Development General Partner Corp.
92. O&Y (U.S.) Financial Company
93. O&Y Venture Corp.
94. Olympia & York Water Street Company
95. West 31st Street Associates
96. O&Y WFC Maintenance Corp.
97. Olympia & York WFC Retail Company
98. WFC Tower A Company
99. O&Y WFC Tower Corp.
100. WFC Tower D Company
101. Olympia & York World Financial Center Finance Corp.
102. O&Y YBG Corp.
103. O&Y YBG L.P.
104. Yerba Buena Gardens, L.P.
105. York Venture Co.
106. 2 Broadway Associates
107. 2 Broadway Land Company
108. O&Y 7 Hanover Leasing Company, L.P.
109. O&Y 53 Finance Corp.
110. 53 Holding Company, L.P.
111. 00 Xxxxx Xxxxxx Xxxx.
000. O&Y 55 WS Lease Co., L.P.
113. 00 Xxxxx Xxxxxx Management Corp.
114. 000 Xxxxx Xxxxxx Company
115. O&Y 000 Xxxx Xxxxx Company, L.P.
116. 000 Xxxx Xxxxxx Associates, L.L.C.
117. O&Y 245 Corp.
118. Olympia & York 245 Lease Company
119. 000 Xxxx Xxxxxx Company
120. Olympia & York 000 Xxxx Xxxxxx Xxxxxxx Company, L.P.
121. Olympia & York 320 G.O.T. Company
122. Olympia & York 320 Park Company
123. O&Y 320 Park Corp.
124. 1290 Associates, L.L.C.
125. 0000 Xxxxx Xxxxxx Ltd.
126. 11601 Holding Corp.
127. 11601 Holdings, L.P.
128. 11601 Wilshire Associates
