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Exhibit 2.1(a)
APPENDIX A
Structure for Transfers of Mendik Property Interests to Operating Partnership
A. Two Penn Plaza
1. The Major Partner's limited partnership interests in Two Penn Plaza
Associates would be transferred to the Operating Partnership, as the assignee of
Mendik/FW LLC of the Major Partner Agreement with respect to Two Penn Plaza
Associates, in exchange for the number of Units set forth on Schedule A with
respect to such transfers, in accordance with the terms of such Major Partner
Agreement as the same may be hereafter amended, with the consent of Vornado (not
to be unreasonably withheld or delayed). Such assignment of the Major Partner
Agreement would provide that any refunds of real estate taxes received with
respect to Two Penn Plaza for periods prior to the Closing Date would be
retained by Mendik/FW LLC.
2. The Mendik Partnership L.P.'s general partnership interest in Two Penn
Plaza Associates would be transferred to a limited liability company ("LLC")
which is wholly owned by the Operating Partnership ("OP Sub-2 Penn") in exchange
for the number of Units set forth on Schedule A with respect to such transfer.
3. The interests of all of the other partners in Two Penn Plaza Associates,
L.P. would be transferred to the Operating Partnership in exchange for the
number of Units set forth on Schedule A with respect to such transfers. As a
result, OP Sub-2 Penn would be the sole general partner of Two Penn Plaza
Associates and the Operating Partnership would be the sole limited partner
thereof.
4. The Major Partner would transfer its Units to Vornado in exchange for a
like number of shares.
B. 11 Penn Plaza
1. Eleven Penn Plaza Company would be converted to an LLC. M 393 Associates
would be converted to an LLC. A qualified REIT subsidiary would contribute a
small amount of cash (as set forth on Schedule A with respect to such transfer)
to M 393 Associates LLC in exchange for a small interest in M 393 Associates
LLC.
2. The interests of all of the partners of M/F Associates, M/F Eleven
Associates, M/S Associates and M/S Eleven Associates would be transferred to a
wholly owned LLC of the Operating Partnership ("OP Sub-11 Penn") in exchange for
the number of Units set forth on Schedule A with respect to such transfers. As a
result, all of such partnerships would dissolve by operation of law. Upon such
dissolutions, the interests in M 393 Associates LLC would be owned by
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OP Sub-11 Penn and the qualified REIT subsidiary. All of the interests in M
Eleven Associates would be owned by OP Sub-11 Penn and would dissolve by
operation of law.
3. Eleven Penn Plaza Company LLC would be owned 50% by OP Sub-11 Penn and
50% by M 393 Associates LLC.
C. 1740 Broadway
1. If the Closing Date shall be on or before the Outside Date (as defined
in Section 5.12 of the Agreement):
a. The Major Partner interests in 1740 Broadway Associates would be
purchased by a wholly owned LLC of the Operating Partnership ("OP Sub-
1740"), as the assignee of Mendik/FW LLC of the Major Partner Agreement
with respect to 1740 Broadway Associates, for cash (in the amount set forth
on Schedule A annexed hereto and made a part hereof with respect to such
transfers) in accordance with the terms of such Major Partner Agreement as
the same may be hereafter amended, with the consent of Vornado (not to be
unreasonably withheld or delayed). Such assignment of the Major Partner
Agreement would provide that any refunds of real estate taxes received with
respect to 1740 Broadway for periods prior to the Closing Date would be
retained by Mendik/FW LLC.
b. The interests of the partners in 1740 Broadway Investment Company
other than the interests of Mr. Mendik, MIL Equities and 1740 Corp., would
be purchased by the Operating Partnership for cash in the amount set forth
on Schedule A with respect to such transfer. The interests of Mr. Mendik,
MIL Equities and Mendik 1740 Corp. in 1740 Broadway Investment Company
would be transferred to the Operating Partnership for the number of Units
set forth on Schedule A with respect to such transfers. Upon such purchase
and transfers, 1740 Broadway Investment Company would dissolve by operation
of law.
c. Mendik 1740 Corp.'s interest in 1740 Broadway Associates would be
transferred to Op Sub-1740 in exchange for Units, in the number set forth
on Schedule A with respect to such transfer. As a result, OP Sub-1740 would
be the sole partner of 1740 Broadway Associates, and OP Sub-1740 and the
Operating Partnership would be the limited partners of 1740 Broadway
Associates.
d. If less than all of the partners in 1740 Broadway Investment
Company consent to the transfers of their interests, then 1740 Broadway
Investment Company would transfer its interest as a partner in 1740
Broadway Associates, L.P. to the Operating Partnership for cash in the
amount set forth on Schedule A with respect to such transfer.
2. If the Closing Date shall be after the Outside Date and the Vornado 1740
Sub (as defined in Section 5.12 of the Agreement) shall have acquired
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all of the interests in 1740 Broadway Associates as contemplated by Section 5.12
of the Agreement, then the Vornado 1740 Sub would transfer all of such interests
to the Operating Partnership or to OP Sub-1740, as Vornado shall elect. As a
result, 1740 Broadway Associates would be wholly owned by the Operating
Partnership and/or OP Sub-1740.
The assignment of the Major Partner Agreement from Mendik/FW LLC to Vornado
in accordance with Section 5.12 of the Agreement would provide that any refunds
of real estate taxes received with respect to 1740 Broadway for periods prior to
the Outside Date would be retained by Mendik/FW LLC.
D. 866 U.N. Plaza
At the closing, all of the interests in 866 U.N. Plaza Associates LLC would
be transferred to the Operating Partnership in exchange for the number of Units
set forth on Schedule A with respect to such transfers. As a result, the
Operating Partnership would be the sole member of 866 U.N. Plaza Associates LLC.
E. Two Park
1. a. If the Closing Date shall be on or before the Outside Date, then the
Major Partner interests in B&B would be purchased by a wholly owned LLC of the
Operating Partnership ("OP Sub-B&B"), as the assignee of Mendik/FW LLC of the
Major Partner Agreement with respect to B&B, for cash (in the amount set forth
on Schedule A with respect to such transfers) in accordance with the terms of
such Major Partner Agreement as the same may be hereafter amended, with the
consent of Vornado (not to be unreasonably withheld or delayed). Immediately
after such acquisition, OP Sub-B&B would transfer its interest as a limited
partner in B&B to the Operating Partnership. Such assignment of the Major
Partner Agreement would provide that any refunds of real estate taxes received
with respect to Two Park Avenue for periods prior to the Closing Date would be
retained by Mendik/FW LLC.
b. If the Closing Date shall be after the Outside Date and Mendik/FW LLC
shall have acquired the Major Partner interests in B&B for cash (in the amount
set forth on Schedule A with respect to such transfers), which cash shall have
been loaned to Mendik/FW LLC by the Vornado 1740 Sub pursuant to the B&B Loan
(as defined in Section 5.12 of the Agreement), then OP Sub-B&B shall acquire
such interests directly from Mendik/FW LLC pursuant to the Contribution
Agreement described in Section 1.1(f) of the Agreement. Immediately after such
acquisition, Op Sub-B&B would transfer its interest as a limited partner in B&B
to the Operating Partnership. Such Contribution Agreement relating to the
transfer of the Major Partner interest in B&B would provide that any refunds of
real estate taxes received with respect to Two Park Avenue for periods prior to
the Closing Date would be retained by Mendik/FW LLC.
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2. The interest of Mendik RELP Corporation (formerly Mendik Corporation) in
B&B would be transferred to OP Sub-B&B in exchange for the number of Units set
forth on Schedule A with respect to such transfer.
3. The limited partnership interest of Mr. Mendik in B&B would be
transferred to the Operating Partnership.
4. As a result of the ongoing transfers, Op Sub-B&B would be the sole
general partner of B&B and the Operating Partnership would be the limited
partner.
F. 330 Madison
1. A portion of the general partnership interest held by The Mendik
Partnership L.P. (formerly The Mendik Company, L.P.) in M 330 Associates
(including the right to receive 100% of the priority payments payable to The
Mendik Partnership, L.P., but excluding any rights or obligations of The Mendik
Partnership, L.P. as managing general partner) would be converted to a limited
partnership interest. The Mendik Partnership L.P. would retain a 1% general
partnership interest and would remain as managing partner of M 330 Associates.
The conversion of The Mendik Partnership L.P.'s interest would expressly provide
that the converted interest excludes any rights or obligations of The Mendik
Partnership L.P. as managing general partner.
2. At the closing, The Mendik Partnership, L.P.'s interest as a limited
partner in M 330 Associates would be transferred to the Operating Partnership in
exchange for the number of Units set forth on Schedule A with respect to such
transfers.
3. The .4644% interest of Knatten Inc. as a general partner in M 330
Associates would be transferred to a wholly owned LLC of the Operating
Partnership ("OP Sub-330") in exchange for the number of Units set forth on
Schedule A with respect to such transfers. All of the remaining limited
partnership interests in M 330 Associates also would be transferred to the
Operating Partnership in exchange for the number of Units set forth on Schedule
A with respect to such transfers. As a result, M 330 Associates would be owned
98.5356% by the Operating Partnership, .4644% by OP Sub-330 as general partner
and 1% by The Mendik Partnership, L.P. as managing general partner.
4. By reason of the transfer to OP Sub-330 of Knatten's general partnership
interest in M 330 Associates, OP Sub-330 would become the "Administrative
General Partner" of M 330 Associates.
5. Partners in M 330 Associates may receive additional Units as set forth
in the applicable Partner Interest Contribution Agreement with respect to 330
Madison Avenue.
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G. 570 Lexington
1. The interests of the partners in 570 Lexington Investors would be
transferred to the Operating Partnership in exchange for the number of Units set
forth on Schedule A with respect to such transfers. Upon such purchase and
transfers, 570 Lexington Investors would dissolve by operation of law. The
outstanding principal balance [together with accrued interest thereon] of the
promissory note, dated as of October 1, 1996, from 570 Lexington Investors to
Mendik Realty, given with respect to the capital contributions to 570 Lexington
Associates made by Mendik Realty after October 1, 1996, on behalf of and as a
loan to 570 Lexington Investors, will be paid by the Operating Partnership
simultaneously with the consummation of the foregoing transfers. The outstanding
principal balance of such promissory note, as of March 1, 1997, is $280,000.
2. Mendik 570 Corp. would transfer its general partnership interest in 570
Lexington Associates to a wholly owned LLC of the Operating Partnership ("OP
Sub-570") in exchange for the number of Units set forth on Schedule A with
respect to such transfers.
3. The interests of The Mendik Partnership, L.P. (formerly The Mendik
Company, L.P.) as special limited partner would be transferred to the Operating
Partnership in exchange for the number of Units set forth on Schedule A with
respect to such transfer. As a result, the general partners of 570 Lexington
Associates, L.P. would be Quantum 570 Lexington L.P., OP Sub-570 and the limited
partner and special limited partner would be the Operating Partnership.
After giving effect to all of the foregoing transfers, the Operating
Partnership or a subsidiary of the Operating Partnership would have acquired the
interests of the Partners in exchange for a combination of cash and Units as set
forth on Schedule A, all pursuant to the Partner Interest Contribution
Agreements. The number of Units issued to each class of Partners in Eleven Penn
Plaza, 330 Madison Avenue and 866 U.N. Plaza, as set forth on Schedule A, may
increase based upon adjustments made with respect to "Net Other Assets" as more
particularly described in the respective Partner Interest Contribution
Agreements affecting the contribution of interests in such properties. The
number of Units issued to Mendik/FW LLC in the recapitalization of the Operating
Partnership pursuant to Section 1.2 of this Agreement shall be reduced by an
amount equal to the quotient of (x) the sum of (i) the amount by which "Net
Other Assets" (as defined in the Partner Interest Contribution Agreements with
respect to Eleven Penn Plaza Company) of Eleven Penn Plaza Company exceeds $0 as
of the Closing Date, and (ii) the amount by which "Net Other Assets" (as defined
in the Partner Interest Contribution Agreement with respect to 866 U.N. Plaza
Associates) of 866 U.N. Plaza Associates exceeds $9,250,000 as of the Closing
Date.
In the event that any of the foregoing transfers cannot be consummated as a
result of the failure to obtain any necessary consents in connection with the
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transfers contemplated hereby, the Mendik Group, Vornado and the Operating
Partnership will use commercially reasonable efforts to restructure the
transfers of interests to the Operating Partnership so as to effect a result
similar to the structure contemplated by this Appendix A, provided that the same
shall not change in any material respect the rights and obligations of the
parties from those otherwise contemplated in this Agreement.
SCHEDULE A
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BUILDINGS UNITS CASH
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2 PENN PLAZA:
Mendik Investors - Class C 22,373
Other Investors - Class D 26,006
Major Partner 962
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11 PENN PLAZA:
Mendik Investors - Class C 87,017
Other Investors - Class D 321,018
M/S Limited Partners - Class E 388,124
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1740 BROADWAY:
Mendik Investors - Class C 16,336*
Other Investors - Cash $ 2,450,000
Major Partner $ 73,000,000
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866 UNITED NATIONS PLAZA:
Mendik Investors - Class C 70,757
Other Investors - Class D 121,548
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* If the Closing Date shall be after the Outside Date and the Vornado 1740
Sub shall have acquired all of the interests of the Mendik Investors for
cash as contemplated by Section 5.12 of the Agreement, these Class C Units
would not be distributed to the Mendik Investors. In addition, if less than
all of the partners in 1740 Broadway Investment Company consent to the
transfer of their interests, these Class C Units would not be distributed
and, in lieu thereof, additional cash, in the amount of $849,472, would be
paid to 1740 Broadway Investment Company in consideration of its interest
in 1740 Broadway Associates.
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2 PARK AVENUE:
Mendik Investors - Class C 423 $ 14,775,000
Major Partner
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330 MADISON AVENUE:
Mendik Investors - Class C 103,244
Other Investors - Class D 104,444
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570 LEXINGTON AVENUE:
Mendik Investors - Class C 46,151
Other Investors - Class D 30,770
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TOTAL BY CLASS:
Mendik Investors - Class C 346,301
Other Investors - Class D 603,786
M/S Limited Partners - Class E 388,124
Major Partner 962 $ 87,775,000
Other Investors - Cash 2,450,000
TOTAL 1,339,173 $ 90,225,000
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Schedule 1
Shareholder Common Shares
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Mr. Steven Roth 774,250*
Mr. Michael Fascitelli 0**
Interstate Properties 6,471,500***
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* Of these Shares, 750,000 are pledged to secure a loan from the Company.
** As of the date of this agreement, Mr. Michael Fascitelli owns options to
acquire 1,750,000 Common Shares, subject to certain vesting restrictions.
*** Of these Shares, 2,000,000 are pledged to Fleet Bank to secure Interstate
Properties' line of credit.
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Schedule 2
1,038,118
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