Exhibit 10.3
JAH I/O LLC
c/o JAH Realties L.P.
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▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Reckson Management Group, Inc. November 9, 1998
Reckson Service Industries, Inc.
RSI I/O Holdings, Inc.
Reckson Office Centers LLC
c/o Reckson Service Industries, Inc.
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▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Limited Liability Company Agreement
of Interoffice Superholdings LLC (the "LLC Agreement")
Ladies and Gentlemen:
In connection with today's execution and delivery of the LLC
Agreement, each of you other than Reckson Management Group, Inc., (collectively,
"Reckson") and the undersigned ("JAH") hereby agree to supplement the terms
thereof as follows:
1. Definitions. All capitalized terms used but not defined herein
shall have the respective meanings attributed to them in the LLC
Agreement. All capitalized terms used and defined herein shall
have the meanings attributed to them herein notwithstanding any
definition set forth in the LLC Agreement.
2. Combined Alliance Board Representation. The Combined Alliance
board and the executive and other committee members which may be
elected or appointed by the Company will be appointed by
Reckson; provided, that prior to an initial public offering
("IPO") of Combined Alliance ▇▇▇ ▇▇▇▇▇▇▇ shall be appointed as a
member of the Combined Alliance board of directors, the Combined
Alliance Executive Committee and, if the Company can appoint two
or more members to the Combined Alliance Steering Committee, the
Strategic Steering Committee, in all cases, subject to the
removal of ▇▇▇ ▇▇▇▇▇▇▇ for "cause". "Cause" means the vote,
solicitation of any vote or any other overt affirmative act by
▇▇▇ ▇▇▇▇▇▇▇ which is intended to influence a vote adverse to
Reckson's position with respect to any Combined Alliance
transaction which directly impacts Reckson; provided that any
such transaction and Reckson's position with respect thereto
shall be identified in an oral or written notice given by a
Series C Preferred Director designated by Reckson from time to
time (initially ▇▇▇▇▇ ▇▇▇▇▇▇▇) within a reasonable period of
time at which such vote is to be taken. "Directly impacts" means
(a) any proposed transaction between Combined Alliance and (x)
Reckson in any vendor/vendee relationship (i.e., where Reckson
or its affiliates would provide products or services to Combined
Alliance, expressly excluding, however, the provision of
executive air travel or other services provided by Summit
Aviation or its affiliates (collectively, "Summit") with respect
to executive charter air travel at the time of the proposed
transaction between Reckson or its affiliate and Combined
Alliance) or (y) any Real Estate Investment Trust (or any
affiliate thereof) which at the time of such vote or action
competes with Reckson or Reckson Associates Realty Corp.
("RARC") in the markets which RARC then conducts its business
and (b) any transaction that, if approved, would have a material
adverse affect on the voting rights of the Company at Combined
Alliance, e.g., a merger or private placement of securities of
Combined Alliance or joint venture or alliance with any person
by Combined Alliance, other than an IPO of Combined Alliance.
The undersigned hereby agree that the abstention or recusal by
▇▇▇ ▇▇▇▇▇▇▇ on any vote that would directly impact Reckson shall
not constitute "cause" for removal hereunder.
The members of the Combined Alliance Strategic Steering
Committee which are designated by the Company shall include
▇▇▇▇▇ ▇▇▇▇▇▇▇ or his designee, ▇▇▇ ▇▇▇▇▇▇▇ and any other
individual designated by Reckson, who shall be subject to the
approval of JAH (which approval shall not be unreasonably
withheld or delayed or conditioned).
If the Board of Directors of Combined Alliance will be reelected
or in any way changed in connection with, or in contemplation
of, an IPO of Combined Alliance and the Company has the power to
elect or appoint at least three directors pursuant to Section
8.1(c) of the CA Agreement, then the Company will use its
reasonable efforts to nominate and elect or appoint ▇▇▇ ▇▇▇▇▇▇▇
as a director at such election.
The right of ▇▇▇ ▇. ▇▇▇▇▇▇▇ to the foregoing Board and Committee
seats shall pass upon his death or disability to a JAH appointee
reasonably acceptable to Reckson.
3. NonContingent Provisions. JAH and Reckson hereby reaffirm, and
agree that, notwithstanding anything set forth in the LLC
Agreement to the contrary, each and every one of the
NonContingent Provisions set forth in that certain Term Sheet
dated as of September 24, 1998, as amended in Paragraph 14
hereof (the "Term Sheet") by among JAH, Reckson Management
Group, Inc. ("RMG") and Reckson Services Industries, Inc.
("RSI") with respect to the LLC Agreement and the Combined
Alliance transaction shall survive the termination of the Merger
Agreement in accordance with the terms of the Term Sheet.
Furthermore, it is hereby agreed that until the earlier to occur
of the Effective Date and the Outside Date (as defined in
Paragraph 14 hereof) (i) no acquisition of, or investment in,
any business, whether effected through the purchase or other
transfer of assets or securities constituting a Significant
Decision pursuant to Section 8 of that certain Stockholders
Agreement dated as of December 29, 1997 by and among ISC, RMG,
JAH and RFIA LLC (the "ISC Stockholders Agreement") shall give
either party any BuySell Right pursuant to Section 9 of the ISC
Stockholders Agreement and (ii) in the event Alliance proposes
on its behalf to effect any acquisition by Alliance or
investment in any business through the purchase or other
transfer of assets or securities prior to the Effective Date and
such transaction does not require ISC to issue a Capital Call
Notice pursuant to the ISC Stockholders Agreement, such
transaction shall not be deemed to be a transaction constituting
a Significant Decision under the ISC Stockholders Agreement.
4. OnSite Agreements. Neither the limited liability company
agreements of OnSite Ventures, L.L.C. ("OV") or OnSite Commerce
and Content LLC ("OCC") nor the Intercompany Agreement between
the two foregoing entities (collectively, "OnSite")
(collectively, the "OnSite Agreements") shall be superceded by
the Mergers (as defined by the Term Sheet) or the limited
liability company of Newco, but rather shall remain in full
force and effect. Consistent with the OnSite Product Agreement
to be executed by Alliance and OnSite, Reckson and JAH and each
of their respective Affiliates, shall direct all opportunities
to provide products or services to Combined Alliance (with
respect to Reckson, procured pursuant to its Intercompany
Agreement) to OnSite to the extent that such opportunities (i)
involve any business within the scope of the activities
described in Section 1(b)(i) of each of the limited liability
company agreements of OV and OCC, respectively and Article 1 of
the Intercompany Agreement between OV and OCC or (ii) are within
the scope of Section 12(c) of each of the limited liability
company agreements of OV and OCC, respectively (the noncompete
provisions). 1.
5. Summit Aviation. With respect to any provision by Reckson to
Combined Alliance under the terms of the proposed Intercompany
Agreement regarding executive charter air travel, ▇▇▇ ▇▇▇▇▇▇▇
will be able to vote for the approval or rejection of any such
services at the Combined Alliance executive committee or board
of directors in his sole discretion. Furthermore, in no event
shall Reckson's board designees be permitted to disapprove of
any transaction between Alliance and Summit pursuant to Section
3.1 of the CA Agreement if the services to be provided by Summit
thereunder meet the same conditions for General Outsourced
Products as are set forth in the Intercompany Agreement (it
being acknowledged that RSI will not be required to buy such
services from Summit). Nothing in the agreement shall prohibit
Reckson from abstaining or recusing itself from any vote taken
with respect to a transaction described in the preceding
sentence.
6. Representations and Warranties of Reckson. Reckson hereby
warrants and represents to JAH the following:
a. RSI I/O Holdings, Inc. ("Holdings") is the wholly owned
subsidiary of RSI and is a singlepurpose entity formed
solely to (i) hold, manage, increase and dispose of the
Reckson investment in ISC, the Company and Reckson Office
Centers LLC, a Delaware Limited liability company ("ROC"),
their respective successors and assigns, (ii) to manage the
business and affairs of the Company as the Manager of the
Company in accordance with the terms and provisions of the
LLC Agreement, and (iii) to manage the business and affairs
of Combined Alliance as a stockholder thereof in accordance
with the terms and provisions of the CA Agreement and
applicable law. Holdings has no assets or liabilities as of
the date hereof other than its investment in ISC and its
rights as a member in the Company and is not presently
insolvent nor is there any reason to believe that in the
near future, it will become insolvent or unable to pay its
debts when due. There have been no petitions filed pursuant
to the Bankruptcy Code of the United States by or against
Holdings as of the date hereof.
b. RSI is not presently insolvent nor is there any reason to
believe that, in the near future, it will become insolvent
or unable to pay its debts when due. There have been no
petitions filed pursuant to the Bankruptcy Code of the
United States by or against RSI as of the date hereof.
c. Each of the entities comprising Reckson has the full power
and authority to execute, deliver and perform its
obligations, if any, under the LLC Agreement, this letter
agreement, that certain Joint Unanimous Written Consent of
the Stockholders and Board of Directors of ISC dated as of
the date hereof with respect to the Merger and the
transactions contemplated thereby (the "Consent") and the
limited waiver (the "Waiver") of the time periods for a
capital call under the ISC Stockholders Agreement. Each of
this letter agreement and the LLC Agreement constitute the
valid and binding obligation of each of the parties
comprising Reckson that is a party to such document.
d. The execution, delivery and performance of the LLC
Agreement by RSI and Holdings, of the Consent and the
Waiver by RMG and of this letter agreement by each of the
entities comprising Reckson does not violate or conflict
with or constitute a default under any such entity's
certificate of incorporation, bylaws, certificate of
formation, limited liability company agreement or similar
charter or organizational document or any material
agreement to which it is a party or by which it or its
property is bound.
e. ROC has two members, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and RSI or its designee,
Holdings, and is managed by RSI or its designee, Holdings,
as the sole Managing Member. ROC is a singlepurpose entity
formed solely to hold, manage, increase and dispose of
RSI's investment in Combined Alliance. ROC has no assets or
liabilities as of the date hereof other than its investment
in Reckson Executive Centers, Inc. and its rights under the
ROC Merger Agreement and is not presently insolvent nor is
there any reason to believe that in the near future, it
will become insolvent or unable to pay its debts when due.
There have been no petitions filed pursuant to the
Bankruptcy Code of the United States by or against ROC as
of the date hereof.
f. ROC has the full power and authority to execute and deliver
and perform its obligations under this letter agreement.
This letter agreement constitutes the valid and binding
obligation of ROC.
g. The execution and delivery of this letter agreement does
not violate or conflict with or constitute a default under
ROC's certificate of formation or limited liability company
agreement or any material agreement to which it is a party
or by which it or its property is bound.
7. Representations and Warranties of JAH. JAH hereby represents and
warrants to Reckson the following:
a. JAH is the wholly owned subsidiary of JAH Realties, L.P.
("Realties") and as of the Effective Date shall be a
singlepurpose entity formed solely to hold, manage,
increase and dispose of its interest in the Company (and
ISC, as the Company's predecessorininterest). Other than
the indebtedness secured by the USB Pledge (as defined in
Paragraph 16 below), JAH has no assets or liabilities as of
the date hereof other than its investment in ISC and its
rights as member in the Company and is not presently
insolvent nor is there any reason to believe that in the
near future, it will become insolvent or unable to pay its
debts when due. There have been no petitions filed pursuant
to the Bankruptcy Code of the United States by or against
JAH as of the date hereof.
b. Realties is not presently insolvent nor is there any reason
to believe that, in the near future, it will become
insolvent or unable to pay its debts when due. There have
been no petitions filed pursuant to the Bankruptcy Code of
the United States by or against Realties as of the date
hereof.
c. JAH has the full power and authority to execute, deliver
and perform its obligations under the LLC Agreement, this
letter agreement, the Consent and the Waiver. This letter
agreement and the LLC Agreement each constitute the valid
and binding obligation of JAH.
d. The execution, delivery and performance of the LLC
Agreement, this letter agreement, the Consent and the
Waiver by JAH does not violate or conflict with or
constitute a default under JAH's certificate of formation
or JAH's limited liability company agreement or any
material agreement to which it is a party or by which it or
its property is bound.
8. Legal Opinions. Reckson and JAH shall cause their respective
counsel to deliver legal opinions with respect to the due
organization of Holdings, RSI, ROC, JAH and Realties and the due
execution, authorization and delivery of the Consent, Waiver,
LLC Agreement and this Agreement by those of said parties that
are a party to such agreements, such opinions to be in form and
substance reasonably acceptable to the parties hereto on or
prior to the Effective Date. Additionally, Reckson and JAH shall
each cause its respective counsel to opine to such matters
pertaining solely to Reckson and JAH, respectively, and their
respective Affiliates as may be reasonably requested by ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ LLP (counsel for the Company) with respect to any
legal opinion reasonably requested under the terms and
conditions of the Merger Agreement.
9. Rights with Respect to ROC.
a. ROC hereby grants to JAH the right to purchase any Class A
Units proposed to be Transferred by ROC or any Member in
ROC of a price equal to the Third Party Price (or a pro
rata portion thereof in the case of an exercise by JAH of
its rights hereunder with respect to less than all of the
Class A Units proposed to be Transferred) if: (i) such
Transfer would (immediately upon the consummation of such
Transfer) result in the Qualifying Series C Beneficial
Holders not having Beneficial Ownership of at least 20% of
the Series C Adjusted Fully Diluted Capitalization (as such
capitalized terms are defined in the CA Agreement) and (ii)
the Company or RSI had the right to purchase such Units and
neither the Company nor RSI purchase such Units. This right
shall be exercisable by JAH in accordance with the same
procedures as are set forth in Section 6 of the LLC
Agreement with respect to the Right of RSI (provided that
any exercise by JAH of this right shall not be subject to
any TagAlong Right in favor of any party) during the period
commencing on the date immediately following the Acceptance
Period until the date that is ten (10) days after the
Acceptance Period upon notice to such effect to the Selling
Member.
b. In the event that ROC determines not to exercise its rights
to purchase securities of Combined Alliance pursuant to
Section 4.3 and Section 7.1 of the CA Agreement, ROC shall
provide JAH telecopier notice of such determination to JAH
not later than five (5) business days prior to the date
that such right would expire pursuant to the terms and
conditions of the CA Agreement (with written notice to
follow promptly by telecopier and overnight courier or
personal delivery if such notice was by telephone). JAH may
then cause ROC to purchase on behalf of JAH any such
securities issued by Combined Alliance by tendering to ROC
the aggregate purchase price payable by ROC for such
securities, such securities to be transferred by Combined
Alliance directly to JAH at ROC's direction, or if
necessary, by ROC to JAH immediately following the transfer
by Combined Alliance to ROC.
c. In the event that JAH is entitled to purchase all, but not
less than all, of the Class A Units owned by RSI in
accordance with Section 11(h) of the LLC Agreement upon the
default of RSI on its obligation to purchase the JAH Put
Units, JAH shall also be entitled to purchase all, but not
less than all, of the membership interest of RSI in ROC on
the same terms as RSI's Class A Units in the Company.
d. The undersigned hereby acknowledge that immediately
following the Merger, it is intended that ANI Holding, Inc.
("ANI") a wholly owned subsidiary of Alliance National
Incorporated, shall merge with and into Reckson Executive
Centers, Inc. ("REC") pursuant to that certain Agreement
and Plan of Merger by and among Alliance National
Incorporated, ANI, REC, and ROC and dated as of the date
hereby providing for, inter alia, the ROC members to
receive shares of Series C Preferred Stock of Combined
Alliance (such merger agreement the "ROC Merger Agreement;"
such merger, the "ROC Merger"). Notwithstanding anything in
this Agreement, the LLC Agreement, the CA Agreement, the
Merger Agreement, the ROC Merger Agreement or any other
document or instrument delivered by Reckson, ROC, JAH or
any of their respective Affiliates pursuant to the Merger
Agreements (all of the foregoing, collectively, the
"Alliance Documents") to the contrary, Reckson and JAH
hereby acknowledge that except as expressly provided in
this subparagraph 9(d), it is their intention that JAH
shall not have any fewer rights nor any greater obligations
under the Alliance Documents than the rights and
obligations that JAH would have if: (i) JAH held on the
Effective Date a Beneficial Ownership of 23.75% of the
shares of the Series C Preferred Stock of Combined Alliance
(less the Loss Percentage Ownership, as hereinafter
defined), (ii) the Company owned 100% of the Series C
Preferred Stock issued in the Mergers and (iii) REC or its
stockholders received an aggregate purchase price of
$7,500,000 from ISC for the REC Assets (as defined by the
ISC Stockholders Agreement). "Loss Percentage Ownership"
means the dilution of JAH's equity interest pursuant to
Section 10 of the ISC Stockholders Agreement, if any,
resulting from JAH not contributing cash to the capital of
ISC pursuant to capital calls issued by ISC on or prior to
the Effective Date in accordance with Section 10 of the ISC
Stockholders Agreement including, without limitation, the
capital call regarding an acquisition (XEBEC) which closed
on August 7, 1998, and any capital calls issued to pay the
Shareholder Contribution to Combined Alliance under the
terms of the Merger Agreement and to finance the purchase
of the REC Assets. Accordingly, Reckson hereby agrees to
indemnify JAH and its successors and/or assigns from the
net aggregate amount of any damage, claim, loss, cost or
expense, including reasonable attorneys fees, suffered by
JAH or its successors and/or assigns as the result of such
diminution of rights or increase in obligations.
Notwithstanding the foregoing to the contrary, however, JAH
acknowledges that if, as of the Effective Date, JAH
contributes the Necessary Funds set forth in all Capital
Calls issued between the date hereof and the Effective
Date, JAH will on the Effective Date hold a Beneficial
Ownership in the Series C Preferred Stock in Combined
Alliance equal to 23.75%.
Notwithstanding anything in this Paragraph 9(d) to the
contrary, Transfers between Holdings and the member of ROC
controlled by ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be treated for purposes
of the LLC Agreement and this Agreement as Transfers
between Affiliates.
10. Survival. The provisions of this letter agreement shall survive
the consummation or termination of the Merger.
11. Conflict. In the event of any conflict between the terms of this
letter agreement and the LLC Agreement, the terms of this letter
agreement shall control as pertains to any matter not affecting
the Members other than Holdings and JAH.
This letter agreement shall become effective on and
as of the Effective Date; provided, that, if the
Effective Date does not occur on or prior to the
Outside Date, as set forth in Paragraph 14 hereof,
then other than the provisions of Paragraph 3 hereof
no provision of this Agreement nor any document or
instrument delivered pursuant to this Agreement shall
be effective.
12. Governing Law. This letter agreement shall be governed by the
laws of the State of New York.
13. Counterparts. This letter agreement may be signed in one or more
counterparts, each of which shall be an original and all of
which shall together constitute but one agreement.
14. Outside Date. The parties to the Term Sheet hereby agree to
modify the Term Sheet by amending Paragraph 8 thereof to define
the Outside Date.
15. Notices. All notices to be given to JAH pursuant to the LLC
Agreement shall be sent in the manner set forth in Section 33
thereof at the following address:
JAH I/O, LLC
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇▇▇▇▇
with a copy to:
Battle ▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇▇▇▇▇
16. Union State Bank Pledge. Notwithstanding Section 5(c)(v)(B) of
the LLC Agreement to the contrary, the parties hereto
acknowledge that JAH has pledged its common stock of ISC to
Union State Bank ("USB") pursuant to a Pledge and Security
Agreement dated as of February 25, 1998, that JAH will be
pledging its interest in the Class A Units in substitution for
the stock certificate evidencing its common stock of ISC (the
"USB Pledge") and that the USB Pledge shall not be subject to
the restrictions set forth in Section 5(c)(v)(B).
Notwithstanding the preceding sentence or Section 1(d) of the
LLC Agreement to the contrary, the USB Pledge shall continue to
be subject to Section 5(b)(iv) of the ISC Stockholders Agreement
and JAH hereby covenants to, simultaneously with the closing of
the D Class Call Option or the D Class Put Option, either (A)
obtain from USB a notice to RSI satisfying Section
5(c)(v)(B)(1)(y) of the LLC Agreement (a "Complying Notice")
with respect to the USB Pledge or any modification or
replacement thereof or (B) satisfy the USB loan and terminate
the USB Pledge. In order to secure such obligation of JAH, RSI
shall be entitled to deposit with Battle ▇▇▇▇▇▇ LLP, as escrow
agent pursuant to a written escrow agreement in such firm's
customary form, up to $1,000,000 (One Million Dollars) (the
"Holdback Amount") of the purchase price payable at the closing
of the D Class Call Option or D Class Put Option, as the case
may be, which amount shall be released by Escrow Agent to (i)
JAH upon presentation of a satisfaction of the loan secured by
the USB Pledge or a Complying Notice from the lender for
delivery by Escrow Agent to RSI or (ii) RSI, if the conditions
set forth in clause (i) of this sentence have not been satisfied
within twelve (12) months of the execution of said escrow
agreement. All interest earned on such amounts shall be payable
to the party to which the Holdback Amount shall be payable. On
the Effective Date of the Merger, JAH will cause the stock
certificate of Interoffice Superholdings Corporation pledged to
USB in the USB Pledge to be delivered to Alliance pursuant to
the Merger Agreement.
17. Permitted Transfer. Notwithstanding anything in the LLC
Agreement including, without limitation, Section 5, to the
contrary, Reckson hereby agrees and acknowledges that the
Transfer by JAH of all of its Class A, Class C and Class D Units
to any entity Beneficially Owned by a JAH Beneficial Holder (as
such terms are defined in the CA Agreement) (i) shall constitute
a Permitted Transfer pursuant to Section 5(c) of the LLC
Agreement and (ii) shall not constitute a Contingent Transfer
under the LLC Agreement with the effect that Reckson shall have
no right, including, without limitation, any right of consent or
first refusal, with respect to such Transfer. Furthermore,
Reckson agrees and acknowledges that if following such Transfer
Realties is not an entity that has direct or indirect Beneficial
Ownership, or that shares Beneficial Ownership, of the Combined
Alliance Shares held by the Company, then following such
Permitted Transfer Reckson shall not have any right, including,
without limitation, any right of consent or first refusal, with
respect to any Transfer of any direct or indirect interest in
Realties, the current and sole member of JAH, any such interests
being freely transferable.
18. Reimbursement of ISC Expenses. See Schedule A annexed hereto.
19. Letter of Credit. As set forth in Section 12(d) of the LLC
Agreement, Holdings is obligated to deliver to JAH on or prior
to the Effective Date, the Letter of Credit as security for its
obligation to perform under the D Class Put Option. Reckson
Service Industries, Inc. hereby acknowledges and agrees that it,
as a primary obligor, is jointly and severally liable with
respect to the obligations of Holdings under Section 12,
including, without limitation, the obligation of delivering the
Letter of Credit to the full extent of such obligations, subject
to all defenses, counterclaims, setoffs and other rights of
Holdings, if any. Reckson hereby agrees that the obligation of
Holdings and RSI to deliver the Letter of Credit to JAH on or
prior to the Effective Date is a material inducement to JAH
entering into this transaction and in the event of a breach of
such obligations, JAH shall suffer irreparable damage.
20. Reckson Management Group, Inc. ("RMG"). RMG hereby represents
and RSI acknowledges that on or prior to the date hereof it has
transferred and assigned all of its right, title and interest
into and under the investment in ISC to RSI in accordance with
the terms of the ISC Shareholders Agreement. RMG is therefore
signing this letter agreement solely as a party to the Term
Sheet but is hereby released from all obligations arising under
or related to the ISC Stockholders Agreement and the Term Sheet,
all such obligations having been assumed by RSI.
21. Successors and Assigns. The rights and obligations of Reckson,
ROC, JAH and Realties hereunder shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
heirs, assigns, executors, administrators and/or successors.
22. Severability. If any provision of this Agreement or the
application thereof to any party or circumstance shall be held
invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provisions to the other
parties or circumstances shall not be affected thereby and shall
be enforced to the greatest extent permitted by applicable law.
Your countersignature below indicates your acknowledgment and
agreement to all of the foregoing.
Sincerely,
JAH I/O LLC
By: JAH Realties, L.P.
By: JAH Realty Management Service, Inc.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
Title:
ACKNOWLEDGED AND AGREED:
RECKSON MANAGEMENT GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
Title:
RECKSON SERVICE INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
Title:
RSI I/O HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
Title:
RECKSON OFFICE CENTERS, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
Title:
Schedule A
RSI and JAH shall in good faith review all expenses and fees to which any such
person or its affiliates would be entitled to reimbursement from ISC or
InterOffice (Holdings) Corporation ("Reimbursable Expenses"). Within thirty (30)
days after the execution and delivery of the Merger Agreement, RSI and JAH shall
determine the aggregate amount of such Reimbursable Expenses. The determination
of the aggregate amount of such Reimbursement Expenses payable to RSI and JAH
shall be done using comparable standards of measurement and methodology for the
possible expense categories of expenses and fees listed on Schedule A1 annexed
hereto.
Payment of Reimbursable Expenses shall be made by ISC or InterOffice (Holdings)
Corporation to the extent permitted under the Merger Agreement. Any amount of
Reimbursable Expenses not so reimbursed shall be assumed by Newco. Any such
assumed obligation shall be paid by Newco by the contribution of Necessary Funds
pursuant to Section 14 of the limited liability company agreement, provided that
any stockholder of ISC which previously paid any other stockholder on account of
Reimbursable Expenses shall be credited with such amount with respect to such
capital call.
Schedule A1
Methodology for Reimbursement
The following categories of expenses are to be considered for reimbursement by
the Company in accordance with Paragraph 18 of this Agreement (both with respect
to expenses incurred prior, and subsequent, to the acquisition by ISC of
Interoffice Holdings Corporation:
1. Salaries, wages and fees earned by inhouse professionals.
2. OutofPocket professional fees and disbursements paid on behalf of
the Company as opposed to any particular Stockholder.
a. For these purposes, fees and disbursements incurred on behalf of
the minority Stockholders as a group shall be reimbursable
expenses.
b. Fees and disbursements incurred with respect to matters
pertaining to both Company (or minority Stockholder) interests
as opposed to any particular Stockholder shall be allocated on a
percentage basis to be negotiated in good faith by the parties.
