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CONTRIBUTION AGREEMENT
among
FORT STREET PARTNERS LIMITED PARTNERSHIP
LEPERCQ CORPORATE INCOME FUND L.P.
LEX GP-1, INC.
THE LCP GROUP, L.P.
XXXXXXX X. XXXXX
and
LEXINGTON FORT STREET TRUST
Dated December 31, 1996
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CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT, dated December 31, 1996 (this
"Agreement"), is entered into among Fort Street Partners Limited Partnership, a
Connecticut limited partnership ("Fort Street"), and Lepercq Corporate Income
Fund L.P., a Delaware limited partnership ("LCIF"), Lex GP-1, Inc. ("Lex GP"), a
Delaware corporation, The LCP Group, L.P. ("LCP"), a Delaware limited
partnership, Xxxxxxx X. Xxxxx, and Lexington Fort Street Trust (the "Trust"), a
New York grantor trust.
W I T N E S S E T H:
WHEREAS, Fort Street is the holder of a certain leasehold
interest encumbering, and the owner of certain improvements to, real property
located in Honolulu, Hawaii (the "Property");
WHEREAS, pursuant to Section 4.02(b) of the Limited Partnership
Agreement of Fort Street, as amended, Glenrouse Associates, the general partner
of Fort Street, notified the Fort Street limited partners in a letter dated
October 25, 1996 of Fort Street's intention to transfer the Property to LCIF and
provided such limited partners with thirty (30) days to object to such transfer;
WHEREAS, Fort Street limited partners with less than one-half of
the outstanding Units in Fort Street have objected to such transfer through the
date hereof;
WHEREAS, Principal Mutual Life Insurance Company, as mortgagee
under the Mortgage and Security Agreement by Fort Street to Principal Mutual
Life Insurance Company in a letter dated November 19, 1996 indicated that it
consented to the transfer;
WHEREAS, pursuant to the terms and subject to the conditions of
this Agreement, Fort Street is exchanging the Property for interests in LCIF
("LCIF Units") with the terms and conditions set forth in the Fifth Amended and
Restated Agreement of Limited Partnership of LCIF (as amended from time to time,
the "Partnership Agreement") in a transaction which is intended to qualify as a
tax-free transfer of the Property by Fort Street to the Trust, at the direction
of LCIF, under Section 721 of the Internal Revenue Code of 1986, as amended (the
"Code");
WHEREAS, LCIF authorizes and directs The LCP Group, LP, as
Trustee of the Trust, to accept delivery of the Property;
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WHEREAS, LCIF will receive one hundred percent (100%) of the
beneficial interests in the Trust as consideration for providing the LCIF Units
to Fort Street in exchange for Fort Street transferring the Property to the
Trust;
WHEREAS, The LCP Group, L.P. ("LCP") and Xxxxxxx X. Xxxxx are
contributing their contractual right to receive a two percent fee payable upon
the ultimate sale of the Property in exchange for an aggregate of 15,259 LCIF
Units to LCIF (which LCIF Units have the same terms and conditions as the LCIF
Units distributed to Fort Street in a transaction that qualifies under Code
Section 721;
WHEREAS, LCP will contribute to LCIF its contractual right to
receive management fees from the date hereof through the remainder of the term
of the lease of the Property from Fort Street to Liberty House in exchange for
2,000 LCIF Units (which LCIF Units have the same terms and conditions as the
LCIF Units distributed to Fort Street) in a transaction that qualifies under
Code Section 721;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:
1. Contribution of the Property to the Trust. Effective as of the
date hereof, Fort Street, at the direction of LCIF, hereby contributes,
transfers and assigns to the Trust all of its right, title and interest in and
to the Property subject to any and all liabilities encumbering such Property
(including the lien created by the Indenture). LCIF, on behalf of the Trust,
hereby issues to Fort Street, in exchange for such contribution, 207,741 units
in LCIF (the "Units"). The Units will provide for all of the rights and
obligations more fully set forth in the Partnership Agreement.
2. Contribution of Disposition Fee. LCP and Xxxxxxx X. Xxxxx
hereby contribute to LCIF their contractual rights to the fee payable upon the
ultimate sale of the Property and in exchange LCIF will issue 11,444 LCIF Units
to LCP and 3,815 LCIF Units to Xx. Xxxxx.
3. Contribution of Management Agreement. LCP, as successor to
Lepercq Management Corporation ("LMC"), hereby contributes its contractual right
pursuant to that certain Partnership Management Agreement dated April 27, 1981
with Fort Street to receive management fees for the period from the date hereof
through the end of the term of the lease of the Property to Liberty House to
LCIF in exchange for 2,000 LCIF Units.
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4. Dissolution of Fort Street and Admission to LCIF. Pursuant to
Section 7.01(a)(iv) of the Fort Street Partners Limited Partnership Agreement,
Fort Street Associates Limited Partnership is dissolved and its interests in
LCIF are distributed in accordance with Exhibit A. Pursuant to Sections 12.1 and
12.2 of the Fifth Amended and Restated Agreement of Limited Partnership of LCIF,
Lex GP hereby consents to the admission of each of the Fort Street limited
partners as limited partners in LCIF.
5. Expenses. Fort Street and LCIF agree to each pay fifty percent
(50%) of all costs and expenses attributable to the transfer.
6. Parties in Interest. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons or entities other than the parties to it
and their respective successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligations or liabilities of any third
persons or entities which are not a party to this Agreement, nor shall any
provision of this Agreement give any third persons or entities any rights of
subrogation or action over against any party to this Agreement.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof,
supersedes all prior and contemporaneous agreements, representations and
understandings of the parties with respect thereto, and may not be modified,
amended or otherwise changes in any manner except by a writing executed by a
duly authorized representative of the party to be charged.
8. Counterparts; Further Assurances. This Agreement may be
executed in multiple counterparts. The parties agree to execute such documents,
stock powers and instruments of assignment and assumption as may be necessary or
expedient to carry out the transactions contemplated by this Agreement.
9. Miscellaneous. This Agreement shall be governed by the laws of
the State of New York without regard to the principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on or as of the date first above written.
FORT STREET PARTNERS LIMITED PARTNERSHIP
By: Glenrouse Associates
By:____________________________
Name:
Title:
LEPERCQ CORPORATE INCOME FUND L.P.
By: Lex GP-1, Inc.
By:____________________________
Name:
Title:
LEX GP-1, INC.
By:____________________________
Name:
Title:
THE LCP GROUP, L.P.
By: Lepercq Capital Partners
By: Third Lero Corporation
By:____________________________
Name:
Title:
XXXXXXX X. XXXXX
_______________________________
LEXINGTON FORT STREET TRUST
By: The LCP Group, L.P., as trustee
By: Lepercq Capital Partners
By: Third Lero Corporation
By:____________________________
Name:
Title:
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EXHIBIT A
PARTNER LCIF UNITS
Glenrouse Associates 2,077
Xxxxx, Xxxxxxx Xxxxxxx 2,262
Xxxxxx, Xxxxxx X. 6,885
Xxxxxx, Xxxx X. 6,885
Xxxxxx, Xxxxxxxx X. 6,885
Xxxxx, Xxxxxx Anixter 2,331
Day, Uwarda 6,885
XxXxxxx, Xxxxxx 6,885
Xxxxxxx, Xxxxxx 6,885
Xxxx, (Xxxx) Estate of 6,885
Xxxx, Xxxxxx 6,885
Xxxxx, Xxxxx 27,420
Xxxxxxx, Xxxxxx Anixter 2,262
Xxxxxxxx, Xxxx 6,885
Xxxxxx, Xxxxx X. 6,885
Xxxxx, Xxxxx 6,885
Koenkow, Xxxxxxxx X. 6,885
Xxxxxxxxxx, Xxxxxxx & Xxxxxxxx X. 13,710
Xxxxx, Xxxxxxx X. & Xxxxx X. 6,885
Xxxxxx, Xxxx. R. 6,885
Xxxxxxxx, Xxxxxxx X. 6,885
Xxxxxxxx, Xxxxx 6,885
Xxxxxxx, Xxxx X. 13,710
Xxxxxxx, X. Xxxxxxx 13,710
Tede, X. Xxxxxx 6,885
Xxxxx, X. Xxxxxx 6,885
Xxxxx, Xxxxxx X. 6,885
