REDEMPTION AND SUBSTITUTION AGREEMENT
REDEMPTION AND SUBSTITUTION AGREEMENT, dated October 10,
1996, by and among JMB/NYC Office Building Associates, L.P., an Illinois limited
partnership ("JMB LP"), O&Y Equity Company, L.P., a Delaware limited partnership
("Equityco"), O&Y NY Building Corp., a New York corporation ("Building Corp"),
and 237/1290 Upper Tier GP Corp., a Delaware corporation ("Upper Tier GP Corp")
and 237/1290 Upper Tier Associates, L.P., a Delaware limited partnership (the
"Partnership").
WHEREAS, the parties hereto desire to enter into this
Redemption and Substitution Agreement pursuant to the Second Amended Joint Plan
of Reorganization of 000 Xxxx Xxxxxx Associates, L.L.C. and 1290 Associates,
L.L.C., confirmed by order of the United States Bankruptcy Court for the
Southern District of New York dated September 20, 1996 (the "Plan");
WHEREAS, JMB LP and Equityco are limited partners of the
Partnership, holding partnership interests of 46.5% and 49.9%, respectively, as
limited partners therein, and Building Corp is general partner and a limited
partner of the Partnership, holding partnership interests of 1%, as general
partner, and 2.6% as a limited partner, therein;
WHEREAS, pursuant to the Plan, the parties hereto desire that
(i) Upper Tier GP Corp be admitted to the Partnership, as a general partner,
(ii) Building Corp withdraw from the Partnership as a general partner, (iii)
Upper Tier GP Corp receive a 1% partnership interest, as general partner, in the
Partnership, (iv) the remaining partners reconstitute and continue the
Partnership as a successor limited partnership, (v) Equityco and Building Corp
withdraw from the Partnership, as limited partners, and (vi) JMB LP's 46.5%
partnership interest, as a limited partner, in the Partnership be increased to a
99% partnership interest, as a limited partner, in the Partnership;
NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the parties hereto agree as follows:
1. Admission of Upper Tier GP Corp as an Additional General
Partner. Pursuant to Section 17-401 of the Delaware Revised Uniform Limited
Partnership Act ("DRULPA"), each of JMB LP, Equityco and Building Corp,
constituting all of the partners of the Partnership, hereby consent to the
admission of Upper Tier GP Corp to the Partnership as an additional general
partner, such admission to be effective on the date hereof.
2. Withdrawal of Building Corp as General Partner. Building
Corp hereby withdraws from the Partnership and, each of JMB LP, Equityco and
Upper Tier GP Corp hereby agrees that this Agreement shall constitute the
required notice of such withdrawal under Section 17-602 of the DRULPA.
C/M: 11764.0004 372045.4
3. Upper Tier GP Corp's Partnership Interest. In consideration
for agreeing to serve as the general partner of the Partnership and exposing its
assets and liabilities to the Partnership, the parties hereto agree that Upper
Tier GP Corp shall receive a 1% partnership interest, as general partner, in the
Partnership.
4. Reconstitution and Continuation of the Partnership.
Pursuant to Section 17-801 of the DRULPA, JMB LP, and Upper Tier GP Corp hereby
elect to reconstitute and continue the Partnership as a successor partnership
upon the terms and conditions set forth in the Agreement of Limited Partnership
of the Partnership, annexed hereto as Exhibit A.
5. Withdrawal of Building Corp and Equityco as Limited
Partners. Building Corp and Equityco hereby withdraw from the Partnership as
limited partners. Upper Tier GP Corp, as general partner of the Partnership,
hereby waives the six month notice requirement required under Section 17-603 of
the DRULPA and hereby consents to the withdrawal of Building Corp from the
Partnership as limited partner.
6. Reallocation Limited Partner Interests. The parties hereto
agree that JMB LP's 46.5% limited partnership interest is hereby increased to a
99% partnership interest, as a limited partner, in the Partnership.
7. Governing Law. This Agreement shall be governed by the laws
of Delaware, without regard to the conflict of law principles thereof.
8. Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
9. Captions; Counterparts. The captions in this Agreement are
for convenience of reference only, do not form a part hereof and do not in any
way modify, interpret or construe the intentions of the parties. This Agreement
may be executed in two or more counterparts, all of which shall constitute one
and the same instrument.
10. Enforceability; Severability. If any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not be affected thereby. To the extent
permitted by applicable law, each party waives any provision of law which
renders any provision of this Agreement invalid, illegal or unenforceable in any
respect.
11. Entire Agreement. This Agreement and the Plan set forth
the entire understanding of the parties with respect to the subject matter
hereof.
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C/M: 11764.0004 372045.4
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first written above.
JMB/NYC OFFICE BUILDING
ASSOCIATES, L.P.
By: , as
general partner
By:
Name:
Title:
O&Y EQUITY COMPANY, L.P.
By: O&Y Equity General Partner Corp.,
as general partner
By:
Name:
Title:
O&Y NY BUILDING CORP.
By:
Name:
Title:
237/1290 UPPER TIER GP CORP.
By:
Name:
Title:
237/1290 UPPER TIER ASSOCIATES, L.P.
By: 237/1290 Upper Tier GP Corp., as
general partner
By:
Name:
Title:
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C/M: 11764.0004 372045.4
