EXHIBIT 4.5
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ASSIGNMENT AND CONTRIBUTION AGREEMENT
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THIS ASSIGNMENT
AND CONTRIBUTION AGREEMENT (this "Agreement") is
entered into as of the 8th day of October,
2004, by and between JMB Park
Avenue, Inc., an Illinois corporation
("Assignor") and JMB/245 Park Avenue
Associates, Ltd., an Illinois limited
partnership ("Assignee").
W I T N E S S E T H :
WHEREAS,
Assignor is the Corporate General Partner of Assignee,
pursuant to that certain Amended and
Restated Agreement of Limited
Partnership of JMB/245 Park Avenue
Associates, Ltd., dated as of May 7,
1984 (as amended, including but not limited
to by that certain Amendment to
the Amended and Restated Agreement of
Limited Partnership of JMB/245 Park
Avenue Associates, Ltd., dated as of
January 1, 1994, the "Partnership
Agreement"); and,
WHEREAS,
Assignee is indebted pursuant to a certain Replacement Note
#2 to Second Amended and Restated
Promissory Note, dated as of October 8,
2004, in the original principal amount of
$22,017,716.29 (the "Note"), made
by Assignee and payable to JMB Realty
Corporation, a Delaware corporation
("JMB"); and,
WHEREAS, by
certain other assignments of even date herewith Assignor
has become the holder of the Note; and,
WHEREAS,
Assignor has determined to transfer, assign, contribute and
convey to Assignee, as a contri
