AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCORD DEBT HOLDINGS LLC
Exhibit
10.1
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
CONCORD
DEBT HOLDINGS LLC
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, made as of the 21st day of
September, 2007 by and among WRT REALTY L.P., a Delaware limited partnership
(“WRT”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited
partnership (formerly known as The Xxxxxxx Master Limited Partnership)
(“Lexington”), and WRP MANAGEMENT LLC, a Delaware limited liability company (the
“Administrative Manager”).
WHEREAS,
WRT, Lexington and FUR
Holdings LLC (“FUR”) are party to that certain Limited Liability Company
Agreement of 111 Debt Holdings LLC, a Delaware limited liability company (the
“Company”), dated as of March 31, 2006 (the “Original Agreement”);
ARTICLE
I
Administrative
Manager: WRP Management LLC, a Delaware limited liability
company.
Affiliate: With
respect to a specified Person, (i) a Person who, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with, the specified Person, (ii) any Person who is an officer, director,
member or trustee of, or serves in a similar capacity with respect to, the
specified Person or of which the specified Person is an officer, partner, member
or trustee, or with respect to which the specified Person serves in a similar
capacity, (iii) any Person who, directly or indirectly, is the beneficial owner
of 25% or more of any class of equity securities of, or otherwise has a
substantial beneficial interest in, the specified Person or of which the
specified Person has a substantial beneficial interest and (iv) the spouse,
issue, or parent of the specified Person. An Affiliate does not
include a Person who is a partner in a
partnership
or joint venture with the Company or any Member if such Person is not otherwise
an Affiliate of the Company or any Member.
Bankruptcy: With
respect to any Member, (i) the filing by that Member of a voluntary petition
seeking liquidation, reorganization, arrangement or readjustment, in any form,
of his debts under Title 11 of the United States Code or any other Federal
or
state insolvency law, or a Member's filing an answer consenting to or
acquiescing in any such petition, (ii) the making by that Member of any
assignment for the benefit of his creditors or (iii) the expiration of 60 days
after the filing of an involuntary petition under Title 11 of the United States
Code, an application for the appointment of a receiver, trustee or custodian
for
the assets of that Member, or an involuntary petition seeking assets of that
Member, or an involuntary petition seeking liquidation, reorganization,
arrangement or readjustment of its debts under any other Federal or state
insolvency law, provided that the same shall not have been vacated, set aside
or
stayed within such 60-day period.
Capital
Accounts: The
capital accounts of the Members, maintained in accordance with Article
IV.
Capital
Contributions: The capital contributions of the Members set forth
in Section 4.2.
Cause: Either
(i) the
Administrative Manager’s continuous and intentional failure to perform its
duties under this Agreement; (ii) intentional misconduct by the Administrative
Manager which is materially injurious to the Company or any member, monetarily
or otherwise; or (iii) the material breach by the Administrative Manager of
any
of the terms or conditions of this Agreement (including, without limitation,
Section 6.3 hereof) or any agreement relating to a Loan Asset or an Investment
Entity Loan.
Code: The
Internal
Revenue Code of 1986, as amended from time to time, or any similar Federal
internal revenue law enacted in substitution for the Code.
Company: Concord
Debt
Holdings LLC
Company
Interest. The
ownership interest of any Member in the Company, including, without limitation,
all rights to receive Distributions and allocations of Profit and
Loss.
Company
Law: The
Delaware Limited Liability Company Law, as amended from time to
time.
Covered
Person: Any
Member, the Administrative Manager, the members of the Investment Committee
or
any Affiliate thereof, or any officer, director, shareholder, partner, employee,
representative or agent of a Member, the Administrative Manager or their
respective Affiliates, or any employee or agent of the Company or its
Affiliates.
IC
Transaction: As
defined in Section 3.2(b)(i) hereof.
2
Interest: A
Member’s
share of the Profits and Losses of the Company and a Member’s rights to receive
distributions in accordance with the provisions of this Agreement and the
Company Law.
Investment
Committee: As defined in Section 3.2 hereof.
Investment
Entities: 111 Debt Acquisition LLC, a Delaware limited liability
company, and 111 Debt Acquisition - Two LLC, a Delaware limited liability
company, each of which will be formed for the sole purpose of acquiring and
disposing of Loan Assets, and their respective subsidiaries, if
any.
Investment
Entity
Loan: Shall mean (i) any loan agreement, warehouse line of credit
or other financing arrangement obtained by an Investment Entity other than
a
borrowing under the Warehouse Lines or a borrowing in connection with the
acquisition of a Loan Asset that is not an IC Transaction.
Lexington
Change of Control: Any of
(A) The
acquisition by any Person (within the meaning of Section 13(d)(3) or 14(d)(2)
of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) (“Beneficial Ownership”) of 20% or more of either (i) the then
outstanding common shares of beneficial interest of LXP (the “Outstanding LXP
Common Stock”) or (ii) the combined voting power of the then outstanding voting
securities of LXP entitled to vote generally in the election of trustees (the
“Outstanding LXP Voting Securities”); provided, however, that for purposes of
this subsection (A), the following acquisitions shall not constitute a Change
in
Control: (1) any acquisition directly from LXP, (2) any acquisition by LXP,
(3)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by LXP, or any entity controlled by LXP, or (4) any acquisition
by
any entity pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (C) of this definition; or
(B) Individuals
who, as of the date hereof, constitute the Board of Trustees of LXP (the “LXP
Incumbent Board”) cease for any reason to constitute at least a majority of the
Board of Trustees of LXP; provided, however, that any individual becoming a
trustee subsequent to the date hereof whose election, or nomination for election
by the applicable Person’s shareholders, was approved by a vote of at least a
majority of the trustees then comprising the LXP Incumbent Board shall be
considered as though such individual were a member of the LXP Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption
of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the
Board of Trustees of LXP; or
(C) Consummation
of a reorganization, merger or consolidation of Lexington or LXP (a “LXP
Business Combination”), in each case, unless, following such LXP Business
Combination, (1) all or substantially all of the Persons who had Beneficial
Ownership, respectively, of the applicable Outstanding LXP Common Stock and
applicable Outstanding LXP Voting Securities immediately prior to such LXP
Business Combination, have Beneficial
3
Ownership,
of more than 50%, respectively, of the then outstanding common shares of
beneficial interest and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of trustees, as the case
may be, of the entity resulting from such LXP Business Combination (including,
without limitation, an entity which as a result of such transaction owns the
applicable company or all or substantially all of such company’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such LXP Business
Combination of the applicable Outstanding LXP Common Stock and Outstanding
LXP
Voting Securities, as the case may be, (2) no Person (excluding any entity
resulting from such Business Combination or any employee benefit plan (or
related trust) of such company or such entity resulting from such Business
Combination) acquires Beneficial Ownership of 20% or more of, respectively,
the
then outstanding shares of common stock of the entity resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such entity except to the extent that such ownership existed
prior
to the LXP Business Combination and (3) at least a majority of the members
of
the board of directors or board of trustees, as the case may be, of the entity
resulting from such LXP Business Combination were members of the LXP Incumbent
Board at the time of the execution of the initial agreement with the successor
or purchasing entity in respect of such LXP Business Combination, or of the
action of the Board of Trustees of LXP, providing for such LXP Business
Combination; or
(D) Approval
of a complete liquidation or dissolution of Lexington or LXP.
Loan
Assets: Loan
receivables, participation interests and other instruments evidencing
indebtedness of a third party.
LXP: Lexington
Realty Trust, a Maryland real estate investment trust, together with its
permitted successors and assigns.
Management
Agreement: The Management Advisory Agreement, dated as of January
1, 2007, between the Company and the Administrative Manager, as the same may
be
amended, modified and supplemented from time to time.
Maximum
Capital
Contribution: With respect to each Member,
$137,500,000.
Members: WRT
and
Lexington and such other Persons who become party hereto, together with their
permitted successors and assigns.
Ownership
Percentages. With respect to each Member, each Member's Ownership
Percentage shall be the percentage determined by dividing such Member's Capital
Contribution at the date of determination by the sum of all Members' Capital
Contributions as of such date.
Person: An
individual, trust, estate, partnership, joint venture, association, company,
corporation, limited liability company or other entity.
Profit
and Loss: With
respect to each fiscal year or other period, an amount equal to the Company's
taxable income or loss for such year or period, determined in accordance with
Code Section 703(a) (for this purpose, all items of income, gain, loss or
deduction required to be stated
4
separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:
(i) Any
income of the Company that is exempt from Federal income tax and not otherwise
taken into account in computing Profits or Losses pursuant to this definition
of
Profits and Losses shall be added to such taxable income or loss;
and
(ii) Any
expenditures of the Company described in Code Section 705(a)(2)(B) or treated
as
Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit
or
Loss shall be subtracted from such taxable income or loss.
Regulations: The
final, temporary and proposed Income Tax Regulations promulgated under the
Code,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).
Securitized
Entity: A collateralized debt obligation entity, collateralized
mortgage backed securities and similar securitized entities established by
the
Company or its subsidiary.
Transfer: (i) any
sale, conveyance, transfer or assignment, or the entry into any agreement to
sell, convey, transfer or assign, whether by law or otherwise, of, on, in or
affecting (x) all or part of a Member’s Company Interest (including any
legal or beneficial direct or indirect interest therein), (y) any direct or
indirect interest in a Member (including any profit interest), or (z) any
direct or indirect interest in a Member, (ii) any Lexington Change of
Control, or (iii) any WRT Change of Control. For purposes hereof, a
Transfer of an interest in a Member shall be deemed to include (A) if a
Member or controlling equityholder of a Member is a corporation or trust, the
voluntary or involuntary sale, conveyance or transfer of such corporation’s
stock or trust’s beneficial interests (or the stock or beneficial interests of
any corporation or trust directly or indirectly controlling such corporation
or
trust by operation of law or otherwise) and (B) if a Member or controlling
equityholder of a Member is a limited or general partnership, joint venture
or
limited liability company, the change, removal, resignation or addition of
a
general partner, managing partner, limited partner, joint venturer or member
or
the transfer of the partnership interest of any general partner, managing
partner or limited partner or the transfer of the interest of any joint venturer
or member.
Warehouse
Lines: Individually and collectively (i) that certain Master
Repurchase Agreement, dated March 30, 2006, among Column Financial Inc., 111
Debt Acquisition LLC, 111 Debt Acquisition Mezz LLC and Lexington and (ii)
that
certain Master Repurchase Agreement to be entered into between Bear Xxxxxxx
International Limited and 111 Debt Acquisition-Two LLC.
Winthrop: Winthrop
Realty Trust, an unincorporated association in the form of an Ohio business
trust, together with its permitted successors and assigns.
WRT
Change of Control: Any of
(A) The
acquisition by any Person (within the meaning of Section 13(d)(3) or 14(d)(2)
of
the Exchange Act) of Beneficial Ownership of 20% or more of either (i) the
then
5
outstanding
common shares of beneficial interest of Winthrop (the “Outstanding Winthrop
Common Stock”) or (ii) the combined voting power of the then outstanding voting
securities of Winthrop entitled to vote generally in the election of trustees
(the “Outstanding Winthrop Voting Securities”); provided, however, that for
purposes of this subsection (A), the following acquisitions shall not constitute
a Change in Control: (1) any acquisition directly from Winthrop, (2) any
acquisition by Winthrop, (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Winthrop, or any entity controlled
by
Winthrop, or (4) any acquisition by any entity pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (C) of this definition;
or
(B) Individuals
who, as of the date hereof, constitute the Board of Trustees of Winthrop (the
“Winthrop Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Trustees of Winthrop; provided, however, that any
individual becoming a trustee subsequent to the date hereof whose election,
or
nomination for election by the applicable Person’s shareholders, was approved by
a vote of at least a majority of the trustees then comprising the Winthrop
Incumbent Board shall be considered as though such individual were a member
of
the Winthrop Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual
or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Trustees of Winthrop; or
(C) Consummation
of a reorganization, merger or consolidation of WRT or Winthrop (a “Winthrop
Business Combination”), in each case, unless, following such Winthrop Business
Combination, (1) all or substantially all of the Persons who had Beneficial
Ownership, respectively, of the applicable Outstanding Winthrop Common Stock
and
applicable Outstanding Winthrop Voting Securities immediately prior to such
Winthrop Business Combination, have Beneficial Ownership, of more than 50%,
respectively, of the then outstanding common shares of beneficial interest
and
the combined voting power of the then outstanding voting securities entitled
to
vote generally in the election of trustees, as the case may be, of the entity
resulting from such Winthrop Business Combination (including, without
limitation, an entity which as a result of such transaction owns the applicable
company or all or substantially all of such company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their
ownership, immediately prior to such Winthrop Business Combination of the
applicable Outstanding Winthrop Common Stock and Outstanding Winthrop Voting
Securities, as the case may be, (2) no Person (excluding any entity resulting
from such Business Combination or any employee benefit plan (or related trust)
of such company or such entity resulting from such Business Combination)
acquires Beneficial Ownership of 20% or more of, respectively, the then
outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such entity except to the extent that such ownership existed
prior
to the Winthrop Business Combination and (3) at least a majority of the members
of the board of directors or board of trustees, as the case may be, of the
entity resulting from such Winthrop Business Combination were members of the
Winthrop Incumbent Board at the time of the execution of the initial agreement
with the successor or purchasing entity in respect of such Winthrop Business
Combination, or of the action of the Board of Trustees of Winthrop, providing
for such Winthrop Business Combination; or
6
(D) Approval
of a complete liquidation or dissolution of WRT or Winthrop.
(a) Words
importing the singular number or plural number shall include the plural number
and singular number respectively;
(b) Words
importing the masculine gender shall include the feminine and neuter genders
and
vice versa;
(c) Reference
to “include”, “includes”, and “including” shall be deemed to be followed by the
phrase “without limitation”; and
(d) Reference
in this Agreement to “herein”, “hereof”, “hereby” or “hereunder”, or any similar
formulation, shall be deemed to refer to this Agreement as a whole, including
the Exhibits.
ARTICLE
II
2.2 Further
Action. The Administrative Manager shall take any and all action,
as may be required, from time to time, under the laws of the State of Delaware,
to give effect to, and continue in good standing, the Company.
2.3 Name
of the Company. The name of the Company shall be Concord Debt
Holdings LLC, or such other name as the Members may from time to time
determine. The Administrative Manager shall have the right to cause
the Company to operate under one or more assumed names (which shall not include
the name of any Member or any similar name) where required to comply with the
laws of any states in which the Company is doing business. The
Administrative Manager shall cause to be filed on behalf of the Company such
company or assumed or fictitious name certificate or certificates or other
similar documents as may from time to time be required by law for the formation
and continuation of the Company as a limited liability company under the laws
of
Delaware applicable to a limited liability company and the laws of such other
states in which the Company is doing business regarding the qualification of
a
foreign limited liability company.
7
and
further the business of the Company as contemplated by this
Agreement. The Company shall not engage in any business or activity
not authorized by this Agreement.
ARTICLE
III
(b) Except
as otherwise expressly provided in this Agreement, all decisions with respect
to
any matter set forth in this Agreement or otherwise affecting or arising out
of
the conduct of the business of the Company shall be made by the affirmative
vote
of at least three members of the Investment Committee appointed by the Members
including, without limitation:
(i) all
acquisitions and dispositions of Loan Assets by an Investment Entity with an
initial value or purchase price of $20,000,000 or more (a “IC
Transaction”);
(ii) the
entering into of an Investment Entity Loan;
(iii) the
payment of any fees to a Member, the Administrative Manager or an Affiliate
thereof except as contemplated by Section 3.6 hereof;
8
(iv) the
retention of accountants or Xxxxxxxx-Xxxxx consultants on behalf of the Company
or an Investment Entity.
(i) permit
the merger or consolidation of the Company or an Investment Entity with or
an
investment by it in any other Person;
(ii) admit
any Person as a Member except as provided in Article 7 or require any Capital
Contribution except as provided in Article 4;
(iii) enter
into any transactions, agreements or other arrangements on behalf of the Company
with the Administrative Manager, a Member or their respective
Affiliates;
(iv) enter
into any agreement which would cause any Member to become personally liable
on,
in respect of, or to guaranty, any indebtedness of the Company without such
Member’s consent;
(v) cause
the Company or an Investment Entity to make any Bankruptcy filing;
(vi) take
any action that, if taken directly by WRT, would require the approval of the
Conflicts Committee or, if taken directly by Lexington, would be subject to
the
provisions of Article XIV of Lexington’s bylaws; or
(vi) amend
this Agreement.
9
the
Investment Committee the Administrative Manager and their respective Affiliates
may at any time and from time to time engage in and possess interests in other
business ventures of any and every type and description, and neither the
Company, the Members nor the Administrative Manager shall by virtue of this
Agreement or otherwise have any right, title or interest in or to such
independent ventures.
ARTICLE
IV
(b) At
such time or times as the Investment Committee or the Administrative Manager,
as
applicable, shall have authorized the acquisition by an Investment Entity of
a
Loan Asset, the Administrative Member shall deliver notice thereof to each
Member (the “Capital Call”) setting forth the total amount required for the
acquisition of the Loan Asset (the “Capital Call Amount”). Within
five days of receipt of the Capital Call, each Member shall, make an Additional
Capital Contribution to the Company in an amount equal to the product of (1)
the
Ownership Percentage of such Member and (2) the Capital Call Amount; provided,
however, in no event shall a Member be required or permitted to make an
Additional Capital Contribution if, when added to all Capital Contributions
previously made to the Company by such Member, such amount exceeds the Maximum
Capital Contribution for such Member. If a Member shall fail to
timely make a required Additional Capital Contribution pursuant to this
paragraph (b), the other Members shall have the right, but not the obligation,
to satisfy such Member’s Additional Capital Contribution by making a loan (the
“Default Loan”) to the Company equal to the product of (i) the amount of the
defaulting Member’s Additional Capital Contribution and (ii) a fraction, the
numerator of which is such Member’s Ownership Percentage and the denominator of
which shall be the aggregate Ownership Percentages of all Members electing
to
make a loan to the Company. All Default Loans shall bear interest at
a rate of 15% per annum and shall be payable from the assets of the
Company.
(c) Except
as set forth in this Section 4.2, no additional Capital Contributions shall
be
required or permitted of any Member without the consent of all
members.
10
(b) No
interest shall be paid by the Company on any Capital Contribution. A
Member shall not be entitled to demand the return of, or to withdraw, any part
of his Capital Contribution or any balance in his Capital Account, or to receive
any distribution, except as provided for in this Agreement. Neither
the Administrative Manager nor any Member shall be liable for the return of
the
Capital Contributions of any other Member and no Member shall have any
obligation to restore the amount of any deficit in its Capital Account to the
Company.
ARTICLE
V
ARTICLE
VI
11
Any
Member shall have the right, at its
own expense, to examine, or have its duly authorized representative examine,
the
books of account of the Company and such other information reasonably related
to
such Member's interest in the Company, and the Company shall make them available
at the office at which those books are maintained.
(b) Each
Member agrees to report, on his or its own income tax returns each year, each
item of income, gain, loss, deduction and credit as reported by the Company
to
such Member on the Schedule K-1 (or other similar tax report) issued by the
Company to such Member for such year. Except as otherwise required by
law, no Member shall take any tax reporting position that is inconsistent in
any
respect with any tax reporting positions taken by the Company or any entity
in
which the Company owns any equity interest, and, in the event of a breach by
such Member of the provisions of this Section 6.3(b), such Member shall be
liable to the Company and the other Members for any costs, liabilities and
damages (including, without limitation, consequential damages) incurred by
any
of them on account of such breach.
12
ARTICLE
VII
13
any
failure of the transferee to perform any duty or obligation under this Agreement
or otherwise to violate the terms of this Agreement.
ARTICLE
VIII
ARTICLE
IX
(a) The
disposition of all or substantially all of the assets of the
Company;
(b) The
unanimous vote of the Members to dissolve the Company;
(c) The
occurrence of any event under the Company Law that terminates the continued
membership of a Member in the Company;
(d) The
entry of a decree of judicial dissolution under Section 702 of the Company
Law.
Dissolution
of the Company shall be
effective on the day the event occurs giving rise to the dissolution, but the
Company shall not terminate until the Certificate of Formation of the Company
have been canceled and the assets of the Company have been distributed as
provided herein.
14
termination
of the Company, as provided in this Agreement. Upon dissolution of
the Company, the Administrative Manager, or a liquidator (who may be a Member)
appointed by the Administrative Manager shall liquidate the assets of the
Company, apply and distribute the proceeds thereof as contemplated by this
agreement and cause the cancellation of the Company's Certificate of
Formation.
(i) First,
to creditors in the order of priority provided by law;
(ii) Second,
to the establishment of any reserves for contingencies which the Administrative
Manager (or liquidator) may consider necessary; and
(iii) The
balance, if any, to the Members in the manner provided in Section 5.1 hereof,
provided that no Member shall be distributed any amount in excess of such
Member’s positive Capital Account balance, and any excess shall instead be
distributed to the Members with positive Capital Account balances, in proportion
to such positive Capital Account balances.
(b) Notwithstanding
the foregoing, in the event the Administrative Manager (or liquidator) shall
determine that an immediate sale of part or all of the Company assets would
cause undue loss to the Members, the Administrative Manager (or liquidator),
in
order to avoid such loss, may, after giving notice to all the Members, to the
extent not then prohibited by the laws, including the Company Law, of any
jurisdiction in which the Company is then formed or qualified and applicable
in
the circumstances, defer liquidation of and withhold from distribution for
a
reasonable time any assets of the Company except those necessary to satisfy
the
Company's debts and obligations.
(c) After
the proceeds of the liquidation of the assets of the Company have been
distributed (which shall occur as soon as practical), the Administrative Manager
(or liquidator) shall cause the Certificate of Formation of the Company to
be
canceled.
ARTICLE
X
15
solely
the debts, obligations and liabilities of the Company, and no liabilities of
the
Company, and no Covered Person shall be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a Covered
Person.
(b) Except
as otherwise expressly required by law, a Member, in its capacity as Member,
shall have no liability in excess of (i) the amount of its Capital
Contributions, (ii) its share of any assets and undistributed Profit of the
Company, (iii) its obligation to make other payments expressly provided for
in
this Agreement, and (iv) the amount of any distributions wrongfully distributed
to it.
ARTICLE
XI
16
inure
to
the benefit of the Members, their respective successors, successors-in-title,
heirs and permitted assigns, and each successor-in-interest to any Member,
whether such successor acquires such interest by way of gift, purchase,
foreclosure or by any other method, shall hold such interest subject to all
of
the terms and provisions of this Agreement.
11.10
Applicable Law. This Agreement and the rights and obligations
of the parties under this Agreement shall be governed by and interpreted,
construed and enforced in accordance with the law of the State of Delaware
applicable to agreements made and to be performed in the State of
Delaware.
17
WRT
REALTY L.P.
|
|||||
By:
|
Winthrop
Realty Trust
|
||||
General
Partner
|
|||||
By:
|
/s/ Xxxxx Xxxxxxxxx | ||||
Xxxxx
Xxxxxxxxx
|
|||||
|
President
|
By:
|
Lex
GP-1 Trust
|
||||
General
Partner
|
|||||
By:
|
/s/ X. Xxxxxx Eglin | ||||
X.
Xxxxxx Eglin
|
|||||
|
President
|
WRP
MANAGEMENT LLC
|
|||||
By:
|
FUR
Holdings LLC
|
||||
Administrative
Manager
|
|||||
By:
|
WEM-FUR
Investors LLC
|
||||
Managing
Member
|
|||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | ||||
Xxxxxxx
X. Xxxxxx
|
|||||
President
|
18