RELEASE OF ASSUMED DEBT AND TERMINATION OF SECURITY INTEREST
THIS RELEASE OF ASSUMED DEBT AND TERMINATION OF SECURITY
INTEREST (this "Agreement") dated as of the 10th day of October, 1996 is made by
BANKERS TRUST COMPANY, a New York corporation having an office at Four Albany
Street, New York, New York 10006 (the "Trustee") for the benefit of O&Y NY
BUILDING CORP., a Delaware corporation, and O&Y EQUITY COMPANY, L.P., a Delaware
limited partnership, as debtor and debtor in possession, each having an address
at c/o Olympia & York (U.S.A.), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(collectively, the "O&Y Partners").
W I T N E S S E T H :
WHEREAS, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Associates, L.L.C. and 1290
Associates, L.L.C. (collectively, the "Debtors") were the debtors under Chapter
11 Case Nos. 96B42177 and 96B42178 filed with the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court");
WHEREAS, in accordance with the order entered by the
Bankruptcy Court confirming the joint plan of reorganization of the Debtors
under Chapter 11 of the United States Bankruptcy Code (the "Plan of
Reorganization") (i) the O&Y Partners assumed the obligations of the Debtors to
repay $60,000,000 of the principal, interest, fees and charges due and owing as
of April 23, 1996 (the "Petition Date") under the Indenture, the Existing Notes
and all documents and instruments related thereto (the "237 Assumed Debt")
pursuant to the 237 Assumption and Security Agreement, (ii) the Debtors merged
into 237/1290 Upper Tier Associates, L.P., a Delaware limited partnership (the
"Company"), which thereby became the obligor under the Existing Notes, and (iii)
the O&Y Partners assumed the obligation of the Company to repay the portion of
the $902,603,492 outstanding principal balance under the Indenture
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as of the Petition Date and all interest, fees and charges due and owing as of
such date under the Indenture, the Existing Notes and all documents and
instruments related thereto in excess of $700,000,000 (after giving affect to
the prior assumption of the 237 Assumed Debt), and all interest and other
charges which may hereafter accrue thereon (the "1290 Assumed Debt") pursuant to
the 1290 Assumption and Security Agreement; and
WHEREAS, pursuant to the Plan of Reorganization and the order
confirming such plan, the Trustee is executing this Agreement to evidence its
agreement to release the O&Y Partners from their obligation to repay the 237
Assumed Debt and the 1290 Assumed Debt and to terminate the security interests
granted by the O&Y Partners to the Trustee in the 237 Assumption and Security
Agreement and the 1290 Assumption and Security Agreement to secure their
obligation to repay the 237 Assumed Debt and the 1290 Assumed Debt.
NOW THEREFORE, in consideration of the mutual covenants set
forth herein and other good and valuable consideration, the O&Y Partners and the
Trustee agree as follows:
1. Definitions. All capitalized terms not defined herein shall
be as defined in the Plan of Reorganization.
2. Release of Assumed Debt and Security Interests. The 237
Assumption and Security Agreement and the 1290 Assumption and Security Agreement
are hereby terminated, discharged, cancelled and declared to be of no further
force or effect and the Trustee (for itself and on behalf of the Noteholders)
hereby forever releases the O&Y Partners from the 1290 Assumed Debt and the 237
Assumed Debt and any and all liabilities or obligations thereunder whether past,
present or future.
3. Release of Collateral. The Trustee agrees to execute,
deliver and file such termination statements and other instruments as shall be
required under the Plan of Reorganization for purposes of releasing each of the
Collateral (as defined in the 237 Assumption and Security Agreement and
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the 1290 Assumption and Security Agreement) and the Trustee's security
interests therein.
4. Binding Effect; Benefits. This Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the O&Y Partners
and their respective successors, assigns, heirs and legal representatives.
5. Governing Law. This Agreement and the rights and
obligations of the parties hereunder shall be construed as to both validity and
performance and enforced in accordance with and governed by the laws of the
State of New York applicable to agreements made and to be performed in New York.
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IN WITNESS WHEREOF, the Trustee and the O&Y Partners have
caused this Agreement to be duly executed as of the day and year first written
above.
BANKERS TRUST COMPANY, as Trustee
By:
Name:
Title:
O&Y NY BUILDING CORP.,
By:
Name:
Title:
O&Y EQUITY COMPANY, L.P., as debtor and debtor
in possession
By: O&Y Equity General Partner Corp.,
General Partner
By:
Name:
Title:
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