AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT
Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 2 TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
THIS AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT (“Amendment”) is made as of the 20th day of
February, 2008, between The Lexington Master Limited Partnership, a Delaware limited partnership
(“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the
“Partnership”).
RECITALS
A. LMLP and the Partnership have previously entered into a certain Contribution Agreement,
dated as of August 10, 2007, as amended by that certain Amendment No. 1 thereto, dated as of
December 20, 2007 (as amended, the “Agreement”), having as the subject matter the contribution of
property or properties and direct or indirect interests in owners of property or properties as set
forth on Schedule 1 of the Agreement.
B. Except as expressly provided herein, all capitalized terms shall have the same meanings as
set forth in the Agreement.
B. LMLP and the Partnership desire to modify and amend the Agreement pursuant to Section
6.3 of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in the
Agreement and this Amendment and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Section 1.1. Section 1.1 is hereby amended by deleting the following
defined terms:
“Eastgar” means Eastgar Associates Limited Partnership, a Connecticut limited
partnership.
“Eastgar Consent” means the consent of two-thirds in interest of the limited
partners of Eastgar to the contribution of the general partnership interest in Eastgar to
the Partnership.
“Eastgar Partnership Agreement” means the limited partnership agreement of Eastgar,
as the same may be amended from time to time.
1.2 Section 1.1. Section 1.1 is hereby amended by adding the following
defined terms:
“Honeywell Lease” means that certain Lease and Agreement, dated as of April 26,
1985, between Lexington Glendale LLC (as successor to GlenArrow Associates Limited
Partnership by assignment) and Honeywell International Inc. (as successor to Sperry
Corporation by assignment).
“Honeywell Property” means the property located at 00000 X. 00xx Xxxxxx,
Xxxxxxxx, Xxxxxxx.
“Xxxxx Xxxxxx Xxxxxxxxxxx Property” means the property located at 0000 Xxxxxxx Xxxx
Xxxx, Xxx Xxxxxxxxx, Xxxxx.
“Raytheon Property” means the property located at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx.
1.3 Section 2.2. The second sentence of Section 2.2 is hereby amended by
deleting it in its entirety and replacing it with the following:
The execution, delivery and performance by each LMLP Entity of this Agreement, as
applicable, have been duly and validly approved by all necessary limited partnership and
limited liability company action and no other actions or proceedings on the part of any LMLP
Entity are necessary to authorize this Agreement or the transactions contemplated hereby and
thereby.
1.4 Section 2.5. The third sentence of Section 2.5 is hereby amended by
deleting it in its entirety and replacing it with the following:
Subject to obtaining waivers of the ROFO/ROFR Rights, LMLP has the absolute right, power and
capacity, to sell, assign, convey, transfer and deliver the Interests as contemplated by
this Agreement, free and clear of any liens, claims or other encumbrances, other than the
applicable Loan.
1.5 Section 2.10. Section 2.10 is hereby amended by deleting it in its
entirety.
1.6 Section 3.1(c). Section 3.1(c) is hereby amended by deleting it in its
entirety and replacing it with the following:
Leases. As of a Closing: with respect to such Contributed Asset, (i) the
current Tenant Estoppel for the applicable Lease disclosing no matters reasonably
objectionable to the Partnership and Inland, has been delivered to the Partnership
and Inland; (ii) the current Ground Lease Estoppel for the applicable Ground Lease,
if applicable, disclosing no matters reasonably objectionable to the Partnership and
Inland, have been delivered to the Partnership and Inland; (iii) the consent of the
ground lessor under the Ground Lease, if applicable and if required under the Ground
Lease; (iv) the Leases and, if applicable, the Ground Leases shall be in full force
and effect and no monetary or material nonmonetary default or claim by landlord or
tenant shall have arisen under any Leases or, if applicable, the Ground Lease that
was not specifically disclosed in writing to the Partnership and Inland; (v) no
tenant at the applicable Property shall have initiated or had initiated against it
any insolvency, bankruptcy, receivership or other similar proceeding; (iv) there
shall not have been any amendment to the Lease or Ground Lease, as applicable, after
the date hereof, unless consented to by the Partnership and Inland; and (vii) there
shall not have occurred an event of any material damage or destruction to the
applicable Property or any significant condemnation of the applicable Property which
are not the obligation of the tenants thereof to
repair and renders such Property unusable by the tenant thereof or gives the tenants
thereof the right to terminate; provided that LMLP shall have the right to exercise
the Owner’s rights under the Honeywell Lease with respect to the Released Option
Parcel (as defined in the Honeywell Lease).
1.7 Section 3.1(f). Section 3.1(f) is hereby amended by deleting it in its
entirety.
1.8 Article 7. Article 7 is hereby amended by adding the following sections:
Section 7.3. Honeywell Release Parcel. Notwithstanding anything to
the contrary, the Real Property constituting the Honeywell Property shall not
include the Released Parcel (as defined in the Honeywell Lease).
Section 7.4. Condition Precedent to Closing for Raytheon Property.
Notwithstanding anything to the contrary, the obligation of each of the Partnership
and LMLP to consummate a Closing with respect to the Interests related to the
Raytheon Property is subject to the acquisition by NLSAF Xxxxxxx X.X. of a 100% fee
interest in the Raytheon Property.
1.9 Schedule 1. Schedule 1 is hereby amended by deleting it in its entirety
and replacing it with Schedule 1 hereto.
1.10 Schedule 2. Schedule 2 is hereby amended by deleting it in its entirety
and replacing it with Schedule 2 hereto.
1.11 Schedule 2.5. Schedule 2.5 is hereby amended by deleting it in its
entirety and replacing it with Schedule 2.5 hereto.
1.12 Schedule 2.8. Schedule 2.8 is hereby amended by deleting it in its
entirety and replacing it with Schedule 2.8 hereto.
1.13 Schedule 4.2. Schedule 4.2 is hereby amended by deleting it in its
entirety and replacing it with Schedule 4.2 hereto.
1.14 No Further Amendment. Except as expressly provided for in this Amendment, the
Agreement is in full force and effect and in accordance with its terms and is not further amended.
1.15 Counterparts. This Amendment may be executed in multiple counterparts and by
facsimile signatures, each of which shall be deemed to be an original, but all of which together,
when fully executed shall constitute the same Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on their
behalf as of the date first above written.
THE LEXINGTON MASTER LIMITED
PARTNERSHIP, a Delaware limited Partnership
PARTNERSHIP, a Delaware limited Partnership
By: Lex GP-1 Trust, a Delaware statutory trust, its
general partner
general partner
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: | Senior Vice President |
NET LEASE STRATEGIC ASSETS FUND L.P., a
Delaware limited partnership
Delaware limited partnership
| By: | LMLP GP, a Delaware limited partnership, its general partner |
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: | Senior Vice President |
The undersigned LMLP Contribution Affiliates, severally and solely with respect to the Contributed
Asset or Contributed Assets set forth opposite their respective name on Schedule 1 hereto,
agree to contribute, directly or indirectly through LMLP, such Contributed Asset or Contributed
Asset subject to and in accordance with the terms and conditions of the Agreement and this
Amendment:
Lex-Property Holdings LLC
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Xxxxxxx Sablemart L.P.
By:
|
Xxxxxxx Sablemart GP LLC | |
By:
|
Lex-Property Holdings LLC |
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Chader Associates LLC
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Xxxxxxx MLP Unit LLC
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Triple Net Investment Company LLC
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Lexington Tennessee Holdings L.P.
By:
|
Lex GP-1 Trust, its general partner |
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Executive Vice President |
LSAC Operating Partnership L.P.
By:
|
LSAC General Partner LLC |
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Lexington Acquiport Company II, LLC
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
Union Hills Associates
By:
|
Union Hills Associates II, its managing general partner | |
By:
|
Lexington Realty Trust, its managing general partner |
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Executive Vice President |
Lepercq Corporate Income Fund L.P.
By:
|
Lex GP-1 Trust, its general partner |
By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
Title:
|
Senior Vice President |
SCHEDULE 1
| Property | ||||||||||||||||||||||
| Net | ||||||||||||||||||||||
| Prorations | ||||||||||||||||||||||
| and | ||||||||||||||||||||||
| Adjustments | LMLP | |||||||||||||||||||||
| Primary | (See | Contribution | Contributed | Contribution | Property | |||||||||||||||||
| Tenant | Address | Attached) | Value | Loans | Asset | Affiliate | Owner | GP Entity | Interest | |||||||||||||
Advance PCS, Inc.
|
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx |
$ | 12,457,680 | $ | 5,022,910 | 100% membership interest in Lexington Knoxville Manager LLC |
LMLP/Lexington Tennessee Holdings L.P. | Lexington Knoxville LLC | Lexington Knoxville Manager LLC |
Fee interest | ||||||||||||
American Electric Power |
000 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx |
$ | 4,278,400 | — | 100% interest in Xxxxxxx Elport GP LLC 99% limited partnership interest in Xxxxxxx Elport L.P. | LMLP LMLP |
Xxxxxxx Elport X.X. | Xxxxxxx Elport GP LLC | Fee interest | |||||||||||||
ASML Lithography Holding NV |
0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxxx |
$ | ___ | $ | ___ | 100% membership interest in Lexington Tempe Manager LLC and 100% limited partnership interest in Lexington Tempe L.P. | LMLP/Lexington Contributions Inc. | Lexington Tempe L.P. | Lexington Tempe Manager LLC |
Leasehold interest | ||||||||||||
| Property | ||||||||||||||||||||||
| Net | ||||||||||||||||||||||
| Prorations | ||||||||||||||||||||||
| and | ||||||||||||||||||||||
| Adjustments | LMLP | |||||||||||||||||||||
| Primary | (See | Contribution | Contributed | Contribution | Property | |||||||||||||||||
| Tenant | Address | Attached) | Value | Loans | Asset | Affiliate | Owner | GP Entity | Interest | |||||||||||||
Xxxxx Xxxxxx, Inc.
|
0000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxx |
$ | ___ | $ | ___ | 100% membership interest in NLSAF BHI Train GP LLC (after transfer of general partner interest in Texan Training Limited Partnership from Lexington BHI Trust)) and 99.5% limited partnership interest in Texan Training Limited Partnership | LMLP/Lexington Realty Trust |
Texan Training Limited Partnership |
NLSAF BHI Train GP LLC (after transfer of general partner interest in Texan Training Limited Partnership from Lexington BHI Trust) | Fee interest | ||||||||||||
Xxxx Corporation
|
0000 Xxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx |
$ | ___ | $ | ___ | 100% membership interest in Lexington Kalamazoo Manager LLC and 100% limited partnership interest in Lexington Kalamazoo L.P. | LMLP/Lepercq Corporate Income Fund L.P. | Lexington Kalamazoo L.P. | Lexington Kalamazoo Manager LLC |
Fee interest | ||||||||||||
EDS Information
Services, LLC
(Electronic Data
Systems
Corporation)
|
0000 Xxxx Xxxx Xxxx, Xxx Xxxxxx, Xxxx |
$ | 39,770,514 | $ | 22,761,297 | 100% membership interest in Lexington TNI Des Moines Manager LLC and 100% limited partnership interest in Lexington TNI Des Moines L.P. | LMLP/Triple Net Investment Company LLC |
Lexington TNI Des Moines L.P. | Lexington TNI Des Moines Manager LLC |
Fee interest | ||||||||||||
| Property | ||||||||||||||||||||||
| Net | ||||||||||||||||||||||
| Prorations | ||||||||||||||||||||||
| and | ||||||||||||||||||||||
| Adjustments | LMLP | |||||||||||||||||||||
| Primary | (See | Contribution | Contributed | Contribution | Property | |||||||||||||||||
| Tenant | Address | Attached) | Value | Loans | Asset | Affiliate | Owner | GP Entity | Interest | |||||||||||||
Entergy Services,
Inc.
|
0000 X. Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx | $ | 3,460,000 — | 100% interest in Xxxxxxx Bluff GP LLC 99% limited partnership interest in Xxxxxxx Bluff L.P. | Lex-Property Holdings LLC LMLP |
Xxxxxxx Bluff X.X. | Xxxxxxx Bluff GP LLC | Fee interest | ||||||||||||||
Honeywell, Inc.
|
00000 X. 00xx Xxxxxx, Xxxxxxxx, Xxxxxxx | $ | ___ | $ | ___ | 100% interest in Lexington Glendale Manager LLC |
LMLP/Union Hills Associates |
Lexington Glendale LLC |
Lexington Glendale Manager LLC |
Fee interest (excluding the Released Parcel) |
||||||||||||
Xxxxxx Xxxxx
Company (TRW
Automotive)
|
1200 & 00000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx |
$ | 26,919,057 | $ | 10,467,458 | 100% interest in Lexington Livonia L.L.C. | LMLP/Lepercq Corporate Income Fund L.P. | Lexington Livonia L.L.C. | LMLP | Fee interest | ||||||||||||
Lithia Motors
|
000 Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxx |
$ | 3,922,286 | — | Fee title to Property | Xxxxxxx Sablemart X.X. | Xxxxxxx Sablemart L.P. | N/A | Fee interest | |||||||||||||
Xxxxx Corning
|
000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx |
$ | 31,220,971 | $ | 13,055,864 | 100% interest in Lexington Xxxxxxx Manager, LLC and 100% interest in Lexington Xxxxxxx Industrial LLC | LMLP/Lexington Realty Trust |
Lexington Xxxxxxx Industrial LLC |
Lexington Xxxxxxx Manager LLC |
Fee interest | ||||||||||||
Raytheon Company (to be acquired by LMLP) |
0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx |
$ | ___ | — | 100% interest in NLSAF Xxxxxxx XX LLC and 100% limited partnership interest in NLSAF Xxxxxxx X.X. (both to be formed) | LMLP | NLSAF Xxxxxxx X.X. (to be formed and acquire the fee interest) | NLSAC Xxxxxxx XX LLC (to be formed) |
Fee interest | |||||||||||||
| Property | ||||||||||||||||||||||
| Net | ||||||||||||||||||||||
| Prorations | ||||||||||||||||||||||
| and | ||||||||||||||||||||||
| Adjustments | LMLP | |||||||||||||||||||||
| Primary | (See | Contribution | Contributed | Contribution | Property | |||||||||||||||||
| Tenant | Address | Attached) | Value | Loans | Asset | Affiliate | Owner | GP Entity | Interest | |||||||||||||
TI Group Automotive Systems, LLC (TI Automotive LTD) |
000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx |
$ | 14,525,000 | $ | 9,715,415 | 100% membership interest in Lexington Livonia TI Manager LLC and 100% limited partnership interest in Lexington Livonia TI L.P. | LMLP/LSAC Operating Partnership L.P. | Lexington Livonia TI L.P. | Lexington Livonia TI Manager LLC |
Leasehold interest | ||||||||||||
Unisource
Worldwide, Inc.
|
000 Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx |
$ | 7,695,538 | — | Fee interest | LMLP/Lepercq Corporate Income Fund II L.P. | NLSAF Jacksonville L.P. | NLSAF Jacksonville GP LLC |
Fee interest | |||||||||||||
United Technologies
Corp.
|
000 X.X. Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx | $ | ___ | — | 100% interest in Xxxxxxx Syrcar GP LLC 99% limited partnership interest in Xxxxxxx Syrcar L.P. | Lex-Property Holdings LLC LMLP |
Xxxxxxx Syrcar X.X. | Xxxxxxx Syrcar GP LLC |
Ground lease | |||||||||||||
Voicestream PCS II
(T-Mobile USA,
Inc.)
|
0000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxx |
$ | 18,684,415 | $ | 10,033,141 | 100% membership interest in Acquiport Meridian Manager LLC |
LMLP/Lexington Acquiport Company II, LLC |
Acquiport Meridian LLC |
Acquiport Meridian Manager LLC |
Fee interest | ||||||||||||
| Property | ||||||||||||||||||||||
| Net | ||||||||||||||||||||||
| Prorations | ||||||||||||||||||||||
| and | ||||||||||||||||||||||
| Adjustments | LMLP | |||||||||||||||||||||
| Primary | (See | Contribution | Contributed | Contribution | Property | |||||||||||||||||
| Tenant | Address | Attached) | Value | Loans | Asset | Affiliate | Owner | GP Entity | Interest | |||||||||||||
Voicestream PCS II
(T-Mobile USA,
Inc.)
|
0000 Xxx Xxxxxxx, Xxxxxxx, Xxxxx |
$ | 13,536,722 | $ | 6,251,476 | 100% membership interest in Lexington Mission Manager LLC and 99.5% limited partnership interest in Lexington Mission L.P. | LMLP/Triple Net Investment Company LLC |
Lexington Mission L.P. | Lexington Mission Manager LLC |
Fee interest | ||||||||||||
Wachovia Bank, N.A.
|
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx |
$ | 4,420,000 | — | 100% interest in Xxxxxxx Croydon GP LLC 99% limited partnership interest in Xxxxxxx Croydon L.P. | Lex-Property Holdings LLC LMLP |
Xxxxxxx Croydon X.X. | Xxxxxxx Croydon GP LLC |
Fee interest | |||||||||||||
SCHEDULE 2
Lease, dated as of September 27, 2000, between Texan Xxxxxxxxxxx Limited Partnership and Xxxxx
Xxxxxx Incorporated, as amended
Lease Agreement, dated as of October 26, 2001, between Lexington Kalamazoo L.P. (as successor to
Danacq Kalamazoo LLC by assignment) and Xxxx Corporation, as amended and assigned
Amended and Restated Sublease Agreement, dated January 15, 1985, between Xxxxxxx Syrcar L.P. (as
successor to Stemp Leasing Corp.) and Essex Group, Inc.,. as amended and assigned
Agreement of Sublease, dated as of October 1, 2004, between Lexington Livonia TI L.P. (as successor
to XX Xxxx County, LLC by assignment) and TI Group Automotive Systems, LLC, as amended and assigned
Lease Agreement, dated as of December 15, 2003, between Acquiport Meridian LLC (as successor to HP
Boise, LLC by assignment) and Voicestream PCS Holding, LLC, as amended and assigned
Lease Agreement, dated as of June 2, 2003, between Lexington Mission L.P. (as successor to
CentraTek L.P. by assignment) and T-Mobile West Corporation, as amended and assigned
Honeywell Lease
SCHEDULE 2.5
ORGANIZATIONAL CHART
[Intentionally omitted from filing]
SCHEDULE 2.8
RENT ROLL
[Intentionally omitted from filing]
SCHEDULE 2.16
TENANT ESTOPPELS
AdvancePCS |
American Electric |
ASML |
Xxxxx Xxxxxx-Training (X.Xxxxxx) |
Xxxx — Kalamazoo |
EDS |
Entergy-Pine Bluff |
Honeywell |
Lithia Motors |
Xxxxx Corning-Chester |
Raytheon |
TI Automotive |
T-Mobile-Meridian |
T-Mobile-Mission |
TRW/Xxxxxx Xxxxx |
Unisource |
United Tech-Franklin |
Wachovia |
SCHEDULE 4.2
PERMITTED EXCEPTIONS
[Intentionally omitted from filing]
