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$50	Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (295K) Doc #2422535: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 3, 2006 BY AND AMONG SL GREEN REALTY CORP. WYOMING ACQUISITION CORP., WYOMING ACQUISITION GP LLC, WYOMING ACQUISITION PARTNERSHIP LP, RECKSON ASSOCIATES REALTY CORP. AND RECKSON OPERATING PARTNERSHIP, L.P. . . . 2422535	Reckson Operating Partnership LP Reckson Operating Partnership LP ; Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Agreement and Plan of Merger: RECKSON ASSOCIATES REALTY CORP – COPY AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 3, 2006 BY AND AMONG SL GREEN REALTY CORP. WYOMING ACQUISITION CORP., WYOMING ACQUISITION GP LLC, WYOMING ACQUISITION PARTNERSHIP LP, RECKSON ASSOCIATES REALTY CORP . AND RECKSON OPERATING PARTNERSHIP, L.P. {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} {C} {C} ARTICLE I MERGER.....................................................................................2 Section 1.1. The Mergers...........................................................................2 Section 1. _____________ Reckson Associates Realty Corp – Delaware limited liability company ("WYOMING ACQUISITION GP"), Wyoming Acquisition Partnership LP, a Delaware limited partnership ("WYOMING ACQUISITION LP", and together with Parent, Purchaser and Wyoming Acquisition GP, the "PURCHASER PARTIES"), Reckson Associates Realty Corp ., a Maryland corporation ("RECKSON"), and Reckson's operating partnership Reckson Operating Partnership., L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"). RECITALS A. It is proposed that Reckson shall _____________ Reckson Associates Realty Corp – as in effect immediately before the Effective Time, except that at the Effective Time, Article I thereof shall be amended to read as follows: "The name of the Corporation is Reckson Associates Realty Corp ." and (ii) the bylaws of the Surviving Company shall be amended in their entirety to read as the bylaws of Purchaser, as in effect immediately before the Effective Time. _____________ Reckson Associates Realty Corp – Clifford Chance US LLP 31 West 52nd Street New York, NY 10019 Attn: Karl A. Roessner, Esq. Larry P. Medvinsky, Esq. Fax: (212) 878-8375 if to Reckson Parties, to Reckson Associates Realty Corp . 625 Reckson Plaza Uniondale, NY 11556 Fax: (212) 715-6535 Attention: Jason Barnett, Esq. with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY _____________ RECKSON ASSOCIATES REALTY CORP – SL GREEN OPERATING PARTNERSHIP, L.P., ITS SOLE MEMBER BY: SL GREEN REALTY CORP. ITS GENERAL PARTNER By: /s/ Marc Holiday ----------------------------- Name: Marc Holiday Title: President and CEO 75 {PAGE} RECKSON ASSOCIATES REALTY CORP . By: /s/ Peter Quick ----------------------------- Name: Peter Quick Title: Lead Director RECKSON OPERATING PARTNERSHIP, L.P. BY: RECKSON ASSOCIATES REALTY CORP., ITS GENERAL PARTNER By: /s/ Peter Quick ----------------------------- Name: Peter _____________ dt 1621243 ; SL Green SL Green Realty Corp. ( Real Estate ) As referenced in this Agreement and Plan of Merger: SL GREEN REALTY CORP. – 4 {FILENAME}b414467_ex2-1.txt {DESCRIPTION}EXHIBIT 2.1 {TEXT} PAGE} Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 3, 2006 BY AND AMONG SL GREEN REALTY CORP. WYOMING ACQUISITION CORP., WYOMING ACQUISITION GP LLC, WYOMING ACQUISITION PARTNERSHIP LP, RECKSON ASSOCIATES REALTY CORP. AND RECKSON OPERATING PARTNERSHIP, L.P. {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} { _____________ SL Green Realty Corp. – 9.1. Certain Definitions..................................................................68 {/TABLE} -iii- {PAGE} AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of August 3, 2006 (this "AGREEMENT"), by and among SL Green Realty Corp. , a Maryland corporation ("PARENT"), Wyoming Acquisition Corp., a Maryland corporation ("PURCHASER"), Wyoming Acquisition GP LLC, a Delaware limited liability company ("WYOMING ACQUISITION GP"), Wyoming Acquisition Partnership LP, a Delaware _____________ SL Green Realty Corp. – the following addresses or telecopy numbers (or at such other address or telecopy number for a party as shall be specified by like notice): (a) if to Purchaser Parties, to SL Green Realty Corp. 420 Lexington Avenue New York, New York 10170 Fax: (212) 216-1785 Attention: Andrew Levine, Esq. with a copy to: Clifford Chance US LLP 31 West 52nd Street New _____________ SL GREEN REALTY CORP. – 74 {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. SL GREEN REALTY CORP. By: /s/ Marc Holiday ----------------------------- Name: Marc Holiday Title: President and CEO WYOMING ACQUISITION CORP. By: /s/ Marc Holiday ----------------------------- Name: Marc Holiday Title: President and CEO WYOMING ACQUISITION GP LLC _____________ SL GREEN REALTY CORP. – CEO WYOMING ACQUISITION CORP. By: /s/ Marc Holiday ----------------------------- Name: Marc Holiday Title: President and CEO WYOMING ACQUISITION GP LLC BY: SL GREEN OPERATING PARTNERSHIP, L.P., ITS SOLE MEMBER BY: SL GREEN REALTY CORP. ITS GENERAL PARTNER By: /s/ Marc Holiday ----------------------------- Name: Marc Holiday Title: President and CEO WYOMING ACQUISITION PARTNERSHIP LP BY: WYOMING ACQUISITION GP LLC, ITS GENERAL PARTNER BY: SL GREEN _____________ dt 1656162 ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: Citigroup Global Markets Inc – Merger. Prior to the Effective Time, the Reckson Partner Approval will be duly and validly obtained. (s) Brokers. Except for the fees and expenses payable to the Reckson Financial Advisor, Citigroup Global Markets Inc ., and Greenhill & Co., no broker, investment banker or other Person is entitled to any brokers', finders' or other similar finders fee or commission in connection with the transactions contemplated _____________ dt 1649604 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Goldman Sachs & Co. – outstanding in accordance with its terms. C. A committee of independent directors of the Board of Directors of Reckson (the "RECKSON COMMITTEE") has received the opinion (the "FAIRNESS OPINION") of Goldman Sachs & Co. (the "RECKSON FINANCIAL ADVISORS"). D. Each of the Reckson Committee and the Reckson Board of Directors (the "RECKSON BOARD OF DIRECTORS") has determined that this Agreement, the Merger, and _____________ dt 1618380 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Agreement and Plan of Merger: Wachtell, Lipton – to be satisfied by actions taken at Closing, but subject to the fulfillment or waiver of those conditions) set forth in Article VI (the "CLOSING DATE"), at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, unless another date or place is agreed to in writing by the parties. Section 1.3. Effective Times. ( _____________ Wachtell, Lipton – 212) 878-8375 if to Reckson Parties, to Reckson Associates Realty Corp. 625 Reckson Plaza Uniondale, NY 11556 Fax: (212) 715-6535 Attention: Jason Barnett, Esq. with a copy to: Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, NY 10019 Attn.: Craig M. Wasserman, Esq. Stephanie J. Seligman, Esq. Fax: (212) 403-2000 Section 8.3. Interpretation. When a _____________ dt 1653530
$66	Preview Full Doc	2005	Contract of Sale Contract of Sale (170K) Doc #1556466: Click preview link for longer preview. GALAXY LI ASSOCIATES LLC AS SELLER AND RECKSON EAB LLC AS BUYER -------------- CONTRACT OF SALE -------------- PREMISES: EAB PLAZA UNIONDALE, NEW YORK . . . 1556466	Reckson Operating Partnership LP Reckson Operating Partnership LP ; Citibank Citibank, NA As referenced in this Contract of Sale: Citibank, N.A. – to the qualifications in this Section 10.5) from tenants and subtenants leasing or subleasing 806,600 rentable square feet in the aggregate, which in all events shall include (a) Citibank, N.A. , (b) Dreyfus Service Corporation and (c) Washington Mutual Inc. (collectively, the "MAJOR LEASES"). The foregoing condition will be deemed to be satisfied with respect to any estoppel certificate even _____________ Citibank, N.A. – any portion of such proceeds. The provisions of this Section 25 shall survive the Closing. 26. CHRISTMAS TREE LIGHTING CEREMONY. Buyer acknowledges that Seller, in conjunction with European American Bank (Citibank, N.A. 's predecessor as a subtenant in the Buildings), has sponsored an annual Christmas tree lighting ceremony (the "CEREMONY") at the Buildings. The cost of the 2005 Ceremony shall be _____________ Citibank, N.A. – Buyer, and at the Closing, Buyer shall reimburse Seller for all costs and expenses incurred by Seller in connection with the 2005 Ceremony. Seller has received no written notice from Citibank, N.A. canceling the 2005 Ceremony. 27. TERMINATION EVENTS. By notice given to the other parties to this Agreement, this Agreement may be terminated: 39 <PAGE> 27.1 by _____________ dt 1480057 ; Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Contract of Sale: Reckson Associates Realty Corp – Avenue, 22nd Floor, New York, New York 10022 (hereinafter referred to as "SELLER"), and RECKSON EAB LLC, a Delaware limited liability company, having its principal business address at c/o Reckson Associates Realty Corp ., 225 Broadhollow Road, Melville, New York 11747 (hereinafter referred to as "BUYER"). 1. DEFINED TERMS. The terms set forth on Schedule 1 constitute defined terms in this Agreement, and, _____________ Reckson Associates Realty Corp – box, addressed to Buyer at its address as stated on the first page of this Agreement and copies to Jason M. Barnett, Senior Vice President and General Counsel, c/o Reckson Associates Realty Corp ., 225 Broadhollow Road, Melville, New York 11747, and to Buyer's attorney, Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, Attention: Jeffrey A. Lenobel, _____________ Reckson Associates Realty Corp – member By: Meushar LLC, its managing member By: _________________________ Name: Title: BUYER: RECKSON EAB LLC, a Delaware limited liability company By: Reckson Operating Partnership, L.P., its sole member By: Reckson Associates Realty Corp ., its general partner By: _________________________ Name: Title: [Signatures Continue on the Following Page] </TEXT> </DOCUMENT> _____________ dt 1501112 ;	IBEW International Brotherhood of Electrical Workers ( Unions ) As referenced in this Contract of Sale: International Brotherhood of Electrical Workers – labor unions affecting the Acquisition Assets are those with which Seller's property manager is in contract are Local 30 of the Operating Engineers Union and Local 25 of the International Brotherhood of Electrical Workers and, to the Knowledge of Seller, there are no other CBA's binding upon Seller or the Premises. Seller is not party to any CBA. Seller has delivered to Buyer _____________ dt 1475429 ; Citibank Citibank, NA ( Financial ) As referenced in this Contract of Sale: Citibank, N.A. – to the qualifications in this Section 10.5) from tenants and subtenants leasing or subleasing 806,600 rentable square feet in the aggregate, which in all events shall include (a) Citibank, N.A. , (b) Dreyfus Service Corporation and (c) Washington Mutual Inc. (collectively, the "MAJOR LEASES"). The foregoing condition will be deemed to be satisfied with respect to any estoppel certificate even _____________ Citibank, N.A. – any portion of such proceeds. The provisions of this Section 25 shall survive the Closing. 26. CHRISTMAS TREE LIGHTING CEREMONY. Buyer acknowledges that Seller, in conjunction with European American Bank (Citibank, N.A. 's predecessor as a subtenant in the Buildings), has sponsored an annual Christmas tree lighting ceremony (the "CEREMONY") at the Buildings. The cost of the 2005 Ceremony shall be _____________ Citibank, N.A. – Buyer, and at the Closing, Buyer shall reimburse Seller for all costs and expenses incurred by Seller in connection with the 2005 Ceremony. Seller has received no written notice from Citibank, N.A. canceling the 2005 Ceremony. 27. TERMINATION EVENTS. By notice given to the other parties to this Agreement, this Agreement may be terminated: 39 <PAGE> 27.1 by _____________ dt 1480057 ; More...
$91	Preview Full Doc	2003	Credit Agreement Credit Agreement (423K) Doc #1556542: Click preview link for longer preview. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "AMENDMENT NO. 1") is made as of January 24, 2003 by and among (a) Reckson Operating Partnership, L.P. (the "BORROWER"), (b) JPMorgan Chase Bank, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders (as defined below); and (c) KeyBank, N.A. (the "NEW LENDER"). WHEREAS, the Borrower, the lenders . . . 1556542	Reckson Operating Partnership LP Reckson Operating Partnership LP ; Citicorp Citicorp North America, Inc. As referenced in this Credit Agreement: CITICORP NORTH AMERICA, INC – OPERATING PARTNERSHIP, L.P. THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LENDERS AND JPMORGAN CHASE BANK AS ADMINISTRATIVE AGENT WITH WELLS FARGO BANK, NATIONAL ASSOCIATION AS SYNDICATION AGENT CITICORP NORTH AMERICA, INC . AND WACHOVIA BANK, NATIONAL ASSOCIATION AS CO-DOCUMENTATION AGENTS COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, AS MANAGING AGENT THE BANK OF NEW YORK, PNC BANK, NATIONAL ASSOCIATION _____________ CITICORP NORTH AMERICA, INC – execution of this Agreement or an Assignment and Acceptance, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITICORP NORTH AMERICA, INC . and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Documentation Agents, and J.P. MORGAN SECURITIES INC. (formerly known as Chase Securities Inc.) and SALOMON SMITH BARNEY INC. as co-lead _____________ Citicorp North America, Inc – of voting equity Securities or by contract or otherwise. "AGENTS" means, collectively, JPMorgan in its capacity as Administrative Agent, Wells Fargo Bank, National Association, in its capacity as Syndication Agent, Citicorp North America, Inc . and Wachovia Bank, National Association in their capacities as Co-Documentation Agents, the Arrangers, and each successor agent appointed pursuant to the terms of Article XII of this Agreement. " _____________ Citicorp North America, Inc – means a designation agreement in substantially the form of EXHIBIT K attached hereto, entered into by a Lender and a Designated Bank and accepted by the Agent. "DOCUMENTATION AGENTS" means Citicorp North America, Inc . and Wachovia Bank, National Association, in their capacities as co-documentation agents for the Lenders. "DOL" means the United States Department of Labor and any Person succeeding to the _____________ Citicorp North America, Inc – actual damages. ARTICLE XII. THE AGENTS 12.1. APPOINTMENT. (a) Each Lender hereby designates and appoints JPMorgan as the Administrative Agent, Wells Fargo Bank, National Association, as the Syndication Agent, Citicorp North America, Inc . and Wachovia Bank, National Association as the Co-Documentation Agents and the Arrangers as the arrangers of such Lender under this Agreement, and each Lender hereby irrevocably authorizes the _____________ dt 1418328 ; FrontLine FrontLine Capital Group As referenced in this Credit Agreement: FrontLine Capital Group – in value or write-ups, write-downs or write-offs with respect to such Investment. "INVESTMENT FUNDS" means (i) Reckson Strategic Venture Partners LLC, and (ii) a Person in which FrontLine Capital Group or a Subsidiary thereof is a general partner or a managing member, in the case of a partnership or limited liability company, and which, in the case of a corporation, _____________ FrontLine Capital Group, – office and industrial Projects and portfolios of like Projects, (b) any business or activities which are substantially similar, related or incidental thereto, (c) investments in and loans to Investment Funds, FrontLine Capital Group, Subsidiaries, Affiliates and Joint Ventures and unaffiliated entities (to the extent permitted hereunder) and (d) other activities referred to in Section 2.3 hereof. 10.5. TRANSACTIONS WITH PARTNERS _____________ dt 1362388 ;	FrontLine FrontLine Capital Group ( Real Estate Agents & Managers ) As referenced in this Credit Agreement: FrontLine Capital Group – in value or write-ups, write-downs or write-offs with respect to such Investment. "INVESTMENT FUNDS" means (i) Reckson Strategic Venture Partners LLC, and (ii) a Person in which FrontLine Capital Group or a Subsidiary thereof is a general partner or a managing member, in the case of a partnership or limited liability company, and which, in the case of a corporation, _____________ FrontLine Capital Group, – office and industrial Projects and portfolios of like Projects, (b) any business or activities which are substantially similar, related or incidental thereto, (c) investments in and loans to Investment Funds, FrontLine Capital Group, Subsidiaries, Affiliates and Joint Ventures and unaffiliated entities (to the extent permitted hereunder) and (d) other activities referred to in Section 2.3 hereof. 10.5. TRANSACTIONS WITH PARTNERS _____________ dt 1362388 ; Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Credit Agreement: Reckson Associates Realty Corp – page> IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment No. 1 as of the date first set forth above. RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp ., its general partner By: ------------------------------------- Name: Title: 5 <page> JPMORGAN CHASE BANK, as Administrative Agent By: ------------------------------------- Name: Marc E. Costantino Title: Vice President 6 <page> KEYBANK, _____________ RECKSON ASSOCIATES REALTY CORP – such Guarantor) under the Credit Agreement and the other Loan Documents, each as amended hereby or in connection herewith, in accordance with the Guaranty executed and delivered by such Guarantor. RECKSON ASSOCIATES REALTY CORP . By: ---------------------------------------- Name: Title: 8 <page> RECKSON FS LIMITED PARTNERSHIP, a Delaware limited partnership By: Reckson Financing LLC, a Delaware limited liability company, its general partner By: Reckson _____________ Reckson Associates Realty Corp – a Delaware limited partnership By: Reckson Financing LLC, a Delaware limited liability company, its general partner By: Reckson Operating Partnership, L.P., a Delaware limited partnership, its sole member By: Reckson Associates Realty Corp ., a Maryland corporation, its general partner By: ----------------------------------------- Name: Title: 9 <page> 360 HAMILTON PLAZA, LLC, a Delaware limited liability company By: Reckson Operating Partnership, L.P., a _____________ Reckson Associates Realty Corp – By: ----------------------------------------- Name: Title: 9 <page> 360 HAMILTON PLAZA, LLC, a Delaware limited liability company By: Reckson Operating Partnership, L.P., a Delaware limited partnership, its sole member By: Reckson Associates Realty Corp ., a Maryland corporation, its general partner By: ----------------------------------------- Name: Title: 10 <page> METROPOLITAN PARTNERS LLC, a Delaware limited liability company By: Reckson Operating Partnership, L.P., a Delaware _____________ Reckson Associates Realty Corp – partner By: ----------------------------------------- Name: Title: 10 <page> METROPOLITAN PARTNERS LLC, a Delaware limited liability company By: Reckson Operating Partnership, L.P., a Delaware limited partnership, its managing member By: Reckson Associates Realty Corp ., a Maryland corporation, its general partner By: ----------------------------------------- Name: Title: 11 <page> METROPOLITAN OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Metropolitan Partners LLC, a Delaware limited _____________ dt 1501129 ; More...
$47	Preview Full Doc	2003	Long-Term Incentive Award Agreement Long-Term Incentive Award Agreement (35K) Doc #1556533: Click preview link for longer preview. RECKSON ASSOCIATES REALTY CORP. LONG-TERM INCENTIVE AWARD AGREEMENT RECITALS -------- A. Scott Rechler (the "Grantee") is an executive officer of Reckson Associates Realty Corp. (the "Company") or one of its Affiliates. B. The Company's Board of Directors has adopted a long-term incentive plan ("LTIP") designed to provide the Company's Executive Officers and certain other key senior employees with their incentive . . . 1556533	Reckson Operating Partnership LP Reckson Operating Partnership LP ; BP Boston Properties, Inc. ( Real Estate ) As referenced in this Long-Term Incentive Award Agreement: Boston Properties, Inc – day of March, 2003. RECKSON ASSOCIATES REALTY CORP. By: --------------------------------------- Name: Title: 10 <PAGE> ----------------------------------------- The Grantee 11 <PAGE> Exhibit A - Peer Group Companies -------------------------------- Arden Realty Group, Inc. Boston Properties, Inc . Brandywine Realty Trust CarrAmerica Realty Corporation CenterPoint Properties Trust Cousins Properties Incorporated Crescent Real Estate Equities, Inc. Duke Realty Corporation Equity Office Properties Trust First Industrial Realty Trust Highwoods _____________ dt 1330524 ; Brandywine Brandywine Realty Trust ( Real Estate ) As referenced in this Long-Term Incentive Award Agreement: Brandywine Realty Trust – 2003. RECKSON ASSOCIATES REALTY CORP. By: --------------------------------------- Name: Title: 10 <PAGE> ----------------------------------------- The Grantee 11 <PAGE> Exhibit A - Peer Group Companies -------------------------------- Arden Realty Group, Inc. Boston Properties, Inc. Brandywine Realty Trust CarrAmerica Realty Corporation CenterPoint Properties Trust Cousins Properties Incorporated Crescent Real Estate Equities, Inc. Duke Realty Corporation Equity Office Properties Trust First Industrial Realty Trust Highwoods Properties, Inc. Liberty _____________ dt 1510655 ;	CarrAmerica CarrAmerica Realty Corp. As referenced in this Long-Term Incentive Award Agreement: CarrAmerica Realty – REALTY CORP. By: --------------------------------------- Name: Title: 10 <PAGE> ----------------------------------------- The Grantee 11 <PAGE> Exhibit A - Peer Group Companies -------------------------------- Arden Realty Group, Inc. Boston Properties, Inc. Brandywine Realty Trust CarrAmerica Realty Corporation CenterPoint Properties Trust Cousins Properties Incorporated Crescent Real Estate Equities, Inc. Duke Realty Corporation Equity Office Properties Trust First Industrial Realty Trust Highwoods Properties, Inc. Liberty Property Trust Mack- _____________ dt 1416089 ; CarrAmerica CarrAmerica Realty Corp. ( Real Estate ) As referenced in this Long-Term Incentive Award Agreement: CarrAmerica Realty – REALTY CORP. By: --------------------------------------- Name: Title: 10 <PAGE> ----------------------------------------- The Grantee 11 <PAGE> Exhibit A - Peer Group Companies -------------------------------- Arden Realty Group, Inc. Boston Properties, Inc. Brandywine Realty Trust CarrAmerica Realty Corporation CenterPoint Properties Trust Cousins Properties Incorporated Crescent Real Estate Equities, Inc. Duke Realty Corporation Equity Office Properties Trust First Industrial Realty Trust Highwoods Properties, Inc. Liberty Property Trust Mack- _____________ dt 1416089 ; More...
$35	Preview Full Doc	2003	Long-Term Incentive Award Agreement Long-Term Incentive Award Agreement (31K) Doc #1556537: Click preview link for longer preview. RECKSON ASSOCIATES REALTY CORP. LONG-TERM INCENTIVE AWARD AGREEMENT RECITALS -------- A. Scott Rechler (the "Grantee") is an executive officer of Reckson Associates Realty Corp. (the "Company") or one of its Affiliates. B. The Grantee has been selected by the Compensation Committee of the Board of Directors of the Company (the "Committee") to receive a grant of a core annual long-term incentive award (the " . . . 1556537	Reckson Operating Partnership LP Reckson Operating Partnership LP ;	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Long-Term Incentive Award Agreement: RECKSON ASSOCIATES REALTY CORP – DOCUMENT> <TYPE>EX-10.40 <SEQUENCE>3 <FILENAME>ex10-40.txt <DESCRIPTION>EXHIBIT 10.40 <TEXT> EXHIBIT 10.40 RECKSON ASSOCIATES REALTY CORP . LONG-TERM INCENTIVE AWARD AGREEMENT RECITALS -------- A. Scott Rechler (the "Grantee") is an executive officer of Reckson Associates Realty Corp. (the "Company") or one of its Affiliates. B. The _____________ Reckson Associates Realty Corp – gt;EXHIBIT 10.40 <TEXT> EXHIBIT 10.40 RECKSON ASSOCIATES REALTY CORP. LONG-TERM INCENTIVE AWARD AGREEMENT RECITALS -------- A. Scott Rechler (the "Grantee") is an executive officer of Reckson Associates Realty Corp . (the "Company") or one of its Affiliates. B. The Grantee has been selected by the Compensation Committee of the Board of Directors of the Company (the "Committee") to receive _____________ RECKSON ASSOCIATES REALTY CORP – on the last trading day before the date of determination. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the 13th day of March, 2003. RECKSON ASSOCIATES REALTY CORP . By: /s/ Michael Maturo ------------------------------------------------------------------ Name: Michael Maturo Title: Executive Vice President & Chief Financial Officer /s/ Scott Rechler ---------------------------- The Grantee 9 </TEXT> </DOCUMENT> _____________ dt 1501127
$66	Preview Full Doc	2000	Operating Agreement Operating Agreement (262K) Doc #1556578: Click preview link for longer preview. <DESCRIPTION>T:\EDGAR\OTOOLE\10.6.TXT <TEXT> OPERATING AGREEMENT OF RT TRI-STATE LLC THIS OPERATING AGREEMENT is entered into as of September 28, 2000, between Reckson Tri-State Member LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Reckson") and TIAA Tri-State LLC, a Delaware limited liability company (together with . . . 1556578	Reckson Operating Partnership LP Reckson Operating Partnership LP ; FrontLine FrontLine Capital Group As referenced in this Operating Agreement: Frontline Capital Group – Agreement, the Operating Member may cause the LLC or the Property Owners to enter into agreements or other arrangements for the furnishing to the LLC of goods or services with Frontline Capital Group LLC ("Frontline") or any entity in which Frontline has a direct or indirect investment or any Person who is an Affiliate of the Operating Member (including, but not limited to, _____________ dt 1647420 ;	FrontLine FrontLine Capital Group ( Real Estate Agents & Managers ) As referenced in this Operating Agreement: Frontline Capital Group – Agreement, the Operating Member may cause the LLC or the Property Owners to enter into agreements or other arrangements for the furnishing to the LLC of goods or services with Frontline Capital Group LLC ("Frontline") or any entity in which Frontline has a direct or indirect investment or any Person who is an Affiliate of the Operating Member (including, but not limited to, _____________ dt 1647420 ; Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Operating Agreement: Reckson Associates Realty Corp – LLC: As defined in the recitals to this Agreement. Reckson Amount: As defined in Section 9.06(a)(ii)(A). Reckson Artwork: As defined in Section 13.32. Reckson Associates: Reckson Associates Realty Corp . or, subject to the provisions of Section 9.06(a)(ii), any successor thereto by merger or acquisition of all or substantially all of its assets, reorganization or otherwise. _____________ Reckson Associates Realty Corp – longer owns an interest, at the time of such transfer. 2.03 Place of Business The location of the principal place of business of the LLC shall be c/o Reckson Associates Realty Corp ., 225 Broadhollow Road, Melville, New York 11747. The principal place of business of the LLC shall be changed to such other place or places within the United States as _____________ Reckson Associates Realty Corp – delivery by internationally recognized courier), or facsimile transmission (with a copy simultaneously delivered by one of the other permitted methods of delivery), addressed as follows: (a) To Reckson: c/o Reckson Associates Realty Corp . 225 Broadhollow Road Melville, New York 11747 Attention: Jason Barnett, Esq. with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York _____________ Reckson Associates Realty Corp – Operating Agreement to be duly executed on their behalf as of the day and year first hereinabove set forth. RECKSON TRI-STATE MEMBER LLC Reckson Operating Partnership, L.P. By: Reckson Associates Realty Corp ., its general partner By:__________________________ Name: Title: Tax Identification Number: 11-3233647 TIAA TRI-STATE LLC By: Teachers Insurance And Annuity Association, its sole Member By:__________________________ Name: Title: _____________ dt 1678348
$57	Full Doc	2000	Property Management and Leasing Agreement Property Management and Leasing Agreement (81K) Doc #1556579: This document is immediately available for purchase, but does not have a preview available for viewing. 1556579	Reckson Operating Partnership LP Reckson Operating Partnership LP
$57	Preview Full Doc	2003	Property Sale Agreement Property Sale Agreement (112K) Doc #1556521: Click preview link for longer preview. PROPERTY SALE AGREEMENT BETWEEN RECKSON OPERATING PARTNERSHIP, RECKSON FS LIMITED PARTNERSHIP, AND RCG KENNEDY DRIVE LLC AS SELLER AND RECHLER EQUITY PARTNERS II LLC AS PURCHASER DATED September 10, . . . 1556521	Reckson Operating Partnership LP Reckson Operating Partnership LP ; Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Property Sale Agreement: Reckson Associates Realty Corp – Delaware limited partnership ("ROP"), RECKSON FS LIMITED PARTNERSHIP, a Delaware limited partnership ("RFS") and RCG KENNEDY DRIVE LLC, a Delaware limited liability company ("RKD"), each having an address c/o Reckson Associates Realty Corp ., 225 Broadhollow Road, Melville, New York 11747 (ROP, RFS and RKD, collectively, "Seller"), and RECHLER EQUITY PARTNERS II LLC, a Delaware limited liability company, having an address at 225 _____________ Reckson Associates Realty Corp – Purchaser Representation and Warranty Update" has the meaning given that term in Section 3.2. "Qualifying Income" has the meaning given that term in Section 8.2(b). "RARC" means Reckson Associates Realty Corp ., a Maryland corporation. "REIT Requirements" has the meaning given that term in Section 8.2(b). "REP 1" means Rechler Equity Partners I LLC, a Delaware limited liability company. " _____________ Reckson Associates Realty Corp – such other addresses or facsimile numbers as shall be specified by like notice): (a) If to Seller, to: Reckson Operating Partnership, L.P. and Reckson FS Limited Partnership c/o Reckson Associates Realty Corp . 225 Broadhollow Road Melville, New York 11747 Attention: Jason M. Barnett, Esq. with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York _____________ RECKSON ASSOCIATES REALTY CORP – PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER: RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: RECKSON ASSOCIATES REALTY CORP ., a Maryland corporation, its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON FS LIMITED PARTNERSHIP, a Delaware limited partnership By: RECKSON _____________ RECKSON ASSOCIATES REALTY CORP – Barnett Title: Executive Vice President RECKSON FS LIMITED PARTNERSHIP, a Delaware limited partnership By: RECKSON FINANCING LLC, its general partner By: RECKSON OPERATING PARTNERSHIP, L.P., its managing member By: RECKSON ASSOCIATES REALTY CORP ., a Maryland corporation, its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RCG KENNEDY DRIVE, LLC, a Delaware limited liability company BY: _____________ dt 1501121 ;	Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Property Sale Agreement: Fried, Frank – 10019-6618 Attention: Stephen G. Gellman, Esq. If to Purchaser, to: Rechler Equity Partners II LLC 225 Broadhollow Road Melville, New York 11747 Attention: Gregg Rechler with a copy to: Fried, Frank , Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joshua Mermelstein, Esq. Fax No.: (212) 859-8582 28 <PAGE> A notice shall _____________ dt 1523250 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Property Sale Agreement: Wachtell Lipton – pursuant to the following conditions: (i) The aggregate Allocated Purchase Price for all such Properties shall not exceed $20,000,000. (ii) On the Closing Date, Purchaser shall deposit with Wachtell Lipton Rosen & Katz, as escrow agent (when acting in the capacity of escrow agent, the "Escrow Holder") a sum (the "Deposit") equal to twenty percent (20%) of the Allocated Purchase _____________ Wachtell, Lipton – Partnership, L.P. and Reckson FS Limited Partnership c/o Reckson Associates Realty Corp. 225 Broadhollow Road Melville, New York 11747 Attention: Jason M. Barnett, Esq. with a copy to: Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, New York 10019-6618 Attention: Stephen G. Gellman, Esq. If to Purchaser, to: Rechler Equity Partners II LLC 225 Broadhollow _____________ dt 1389186
$69	Preview Full Doc	2003	Purchase and Sale Agreement Purchase and Sale Agreement (167K) Doc #1556518: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT 1185 SIXTH LLC SELLER AND RECKSON 1185 AVENUE OF THE AMERICAS LLC PURCHASER PREMISES: 1185 AVENUE OF THE AMERICAS NEW YORK, NEW YORK DATED: AS OF NOVEMBER 10, 2003 <PAGE> SCHEDULES --------- Schedule A-1 Metes . . . 1556518	Reckson Operating Partnership LP Reckson Operating Partnership LP ; NYCHA New York Clearing House Association ( Associations ) As referenced in this Purchase and Sale Agreement: New York Clearing House Association – the "Initial Deposit") upon the full execution and delivery of this Agreement by good unendorsed certified or official bank check drawn on a bank that is a member of the New York Clearing House Association (the "Association"), subject to collection, payable to the order of the Escrow Agent, as escrow agent, or by immediately available wired federal funds to the Escrow Agent's account _____________ dt 1683671 ; Fleet National Fleet National Bank ( Financial ) As referenced in this Purchase and Sale Agreement: Fleet National Bank, – financial and other information respecting Purchaser as the Fee Owner or the lessee under the Century-Oland Lease may reasonably request); (r) estoppel certificates from (i) King & Spalding LLP, Fleet National Bank, Amerada Hess Corporation, WestPoint, (which may be incorporated in the settlement agreement with WestPoint, discussed in Section 8.1(a) and which the Purchaser agrees may be delivered post- _____________ dt 1671315 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Purchase and Sale Agreement: Wachovia Bank, Na – s assuming in writing at the Closing the obligations of the borrower accruing from and after the Closing Date under (i) that certain mortgage loan encumbering the Property made by Wachovia Bank, Na tional Association in the 12 <PAGE> aggregate outstanding principal amount of Two Hundred Two Million ($202,000,000.00) Dollars (the "Existing Mortgage Debt"), and (ii) that certain _____________ dt 1691180 ; Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Purchase and Sale Agreement: Fried Frank – 9390 To Purchaser: c/o Reckson Associates 225 Broadhollow Road Melville, New York 11747 Attention: Jason Barnett, Esq., General Counsel Telecopier Number: (631) 694-6784 with a copy to counsel: Fried Frank Harris Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joshua Mermelstein, Esq. Telecopier Number: (212) 859-4000 To the Escrow Agent: Commonwealth Land Title Insurance _____________ dt 1680694 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Purchase and Sale Agreement: Kaye Scholer – such union or collective bargaining agreement or employee participating in such union or collective bargaining contract. This provision shall survive Closing. Seller has advised Purchaser that Seller has heretofore retained Kaye Scholer LLP ("Kaye Scholer"), Michael Kwartler and Associates ("Kwartler"), Cushman & Wakefield, Inc. ("C&W") and Albert Valuation Group New York, Inc. ("Albert Valuation") as Seller's attorneys, consulting _____________ "Kaye Scholer – collective bargaining agreement or employee participating in such union or collective bargaining contract. This provision shall survive Closing. Seller has advised Purchaser that Seller has heretofore retained Kaye Scholer LLP ("Kaye Scholer "), Michael Kwartler and Associates ("Kwartler"), Cushman & Wakefield, Inc. ("C&W") and Albert Valuation Group New York, Inc. ("Albert Valuation") as Seller's attorneys, consulting architect, arbitrator and _____________ Kaye Scholer – of the engagement letters with the foregoing professionals. Seller represents that it has paid the entire non-contingent portion of the fee in the sum of $150,000.00 to Kaye Scholer and has paid to Kwartler, C&W and Albert Valuation the initial retainers set forth in their respective engagement agreements. On or before three (3) business days prior _____________ Kaye Scholer – shall be included in the Contracts to be assigned to and assumed by Purchaser, and Purchaser shall be responsible to pay all fees (including, without limitation, the contingent fee to Kaye Scholer (if earned pursuant to its engagement letter)) thereafter accruing thereunder. If Purchaser fails to notify Seller that Purchaser intends to assume such engagement agreements, then, at the Closing, Seller _____________ dt 1665905
$57	Preview Full Doc	2003	Redemption Agreement Redemption Agreement (131K) Doc #1556520: Click preview link for longer preview. REDEMPTION AGREEMENT BETWEEN RECKSON OPERATING PARTNERSHIP, L.P. AND RECKSON FS LIMITED PARTNERSHIP, AS TRANSFEROR AND RECHLER EQUITY PARTNERS I LLC AS TRANSFEREE DATED September 10, 2003 <PAGE> . . . 1556520	Reckson Operating Partnership LP Reckson Operating Partnership LP ;	Wachtell Lipton