RECAPITALIZATION AND RECONSTITUTION AGREEMENT by and among OTR, JACOBS REALTY INVESTORS LIMITED PARTNERSHIP, JG KEY CENTER PROPERTIES LLC, KEY CENTER PROPERTIES LIMITED PARTNERSHIP, KEY CENTER LESSEE LIMITED PARTNERSHIP, KEY CENTER LESSEE CORP., KEY...Recapitalization and Reconstitution Agreement • March 28th, 2006 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Ohio
THIS RECAPITALIZATION AND RECONSTITUTION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2005 among OTR, an Ohio general partnership, as nominee for the State Teachers Retirement Board of Ohio (“OTR”), JACOBS REALTY INVESTORS LIMITED PARTNERSHIP, a Delaware limited partnership (“JRI”), JG KEY CENTER PROPERTIES LLC, an Ohio limited liability company (“JG”), KEY CENTER PROPERTIES LIMITED PARTNERSHIP, an Ohio limited partnership (“KCPLP”), KEY CENTER LESSEE CORP., an Ohio corporation (“Lessee GP”), KEY CENTER LESSEE LIMITED PARTNERSHIP, an Ohio limited partnership (“KC Lessee”; and together with JRI, JG, KCPLP and Lessee GP, the “Jacobs Parties”); KEY CENTER PROPERTIES LLC, a Delaware limited liability company (“KCPLLC”), WELLS REIT II – KEY CENTER, LLC, a Delaware limited liability company (“Wells”), WELLS TRS II – HOTEL, LLC, a Delaware limited liability company (“Wells QRS”) and CHICAGO TITLE INSURANCE COMPANY (“Escrow Agent” or “Title Company”).
